More annual reports from Secure Property Development & Investment Plc:
2023 ReportANNUAL REPORT 2021 Table of Contents SECTION A- Annual Report 1. Letter to Shareholders 2. Management Report 2.1 Corporate Overview & Financial Performance 2.2 Property Holdings 2.3 Financial and Risk Management 2.4 2022 and beyond 3. Regional Economic Developments 4. Real Estate Market Developments 4.1 Romania 4.2 Ukraine 5. Property Assets 5.1 EOS Business Park – Danone headquarters, Romania 5.2 Delenco office building, Romania 5.3 Innovations Logistics Park, Romania 5.4 Kindergarten, Romania 5.5 Residential portfolio Monaco Towers, Bucharest, Romania Blooming House, Bucharest, Romania GreenLake, Bucharest, Romania 5.6 Land Assets Kiyanovskiy Residence – Kiev, Ukraine Tsymlyanskiy Residence – Kiev, Ukraine Rozny Lane – Kiev Oblast, Kiev, Ukraine SECTION B- Financial Statements SECURE PROPERTY DEVELOPMENT AND INVESTMENT PLC KIRIAKOU MATSI 16, AG. OMOLOGITES,1082, NICOSIA,CYPRUS 4 5 5 8 11 11 12 13 13 14 15 15 16 16 17 17 17 17 18 18 18 18 19 ANNUAL REPORT 2021| 2 SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC Key Figures 31 Dec 2021 31 Dec 2020 Change Total Assets (€million): Number of income producing commercial Properties: 53 4 56 4 -4% - Average occupancy rate of 91% 94% -3% income producing assets: Operational Gearing: 31% 33% -7% Average borrowing cost: 5,1 4,0% 27% Operating Income*(€million): 2,6 2,1 25% EBITDA*(€million): 0,8 -0,2 nm Net Equity**(€million): 23,2 23,7 -2% Issued Shares: 129.191.442 129.191.442 NAV per share (€): 0,18 0,18 - - * Excluding fair value related impact (Table 1). ** Attributable to the shareholders. This report may contain forward-looking statements about the Company. Such statements are predictive in nature and depend upon or refer to future events or conditions and may include such words as ‘‘expects’’, ‘‘plans’’, ‘‘anticipates’’, ‘‘believes’’, ‘‘estimates’’ or other similar expressions. In addition, any statement regarding future performances, strategies, prospects, actions or plans is also a forward-looking statement. Forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, events, activities and achievements to differ materially from those expressed or implied by such statements. Such factors include general economic, political and market conditions, interest and foreign exchange rates, regulatory or judicial proceedings, technological change and catastrophic events. You should consider these and other factors carefully before making any investment decisions and before relying on forward-looking statements. ANNUAL REPORT 2021| 3 1. Letter to Shareholders 28 June 2022 2021 was the second year straight that our world, our continent and our business experienced the impacts of COVID-19. Despite the vaccines being available for much of the year, lockdowns were frequent and fatalities increased. Consequently, our effort to complete the merger with the Amsterdam and Prague listed Arcona Property Fund N.V. (‘APF’ - with assets in Poland, Czech Republic and Slovakia) took more time than expected. With the start of the year bringing improvements on the health front, the process picked up pace and is now progressing meeting SPDI’s strategic objectives to create a regional property platform of reference in South Eastern Europe by offering exposure to our shareholders to a much larger and broader East European regional property company. The Romanian part of Stage 2, which in whole involves the transfer of the remaining Ukraine assets and the Romanian portfolio to APF, closed within H1 2022. Obviously, completing the Ukraine part of Stage 2 has taken second stage to ensuring the life and wellbeing of our Ukrainian executives and their families, all of which we are happy to report are safe. We hope the unnecessary military conflict in Ukraine with the untold catastrophes in the country’s population, society and infrastructure, as well as the substantial consequences to our continent’s present and future, will end soon. As such the Ukrainian component may take longer, but APF, in which we now own ~25% and have our chairman as one of the four supervisory board members, is committed to meeting its obligations. With our directors, consequently broadening their scope of interest to include the future good management of APF, as per their fiduciary responsibility to our shareholders, management’s focus has shifted towards monetising the remaining SPDI assets that are not part of the APF deal and settling any remaining liabilities, while reducing operating expenses to a minimum (including management and directors fees). 2022 is expected to be the last year of SPDI operations as we know them with its net assets turned into APF shares and cash, within the year or soon after, and opex being reduced to mostly listing and legal related costs. When such APF shares and cash are distributed to our shareholders they will be able to either monetise their investment by selling them or retain them and follow APF’s growth into a dividend issuing pan-East Europe property company, the preferred way of safeguarding their investment value together with having the option of further value generation. Management and directors of SPDI are committed to see a swift conclusion of the transaction, so that they will ensure the transformation of our Company. Best regards, Lambros G. Anagnostopoulos, Chief Executive Officer ANNUAL REPORT 2021| 4 2. Management Report 2.1 Corporate Overview & Financial Performance SPDI’s core property asset portfolio consists of South Eastern European prime commercial and Summary Corporate developments industrial real estate, the majority of which is let to blue chip tenants on long leases. During 2021, management in line with the Company’s strategy to maximise value for shareholders, continued the discussions with Arcona Property Fund N.V (Arcona) in relation to the conditional implementation agreement for the sale of Company’s property portfolio, excluding its Greek logistics property (which has now also separately been sold), in an all-share transaction to Arcona, an Amsterdam and Prague listed company that invests in commercial property in Central Europe. Arcona originally held high yielding real estate investments in Czech Republic, Poland and Slovakia, with the transaction valuing the SPDI NAV at ~ €29m, significantly higher than the current market value of the Company as a whole. The combination of two complementary asset portfolios is expected to create a significant European property company, benefiting both the Company’s and Arcona’s respective shareholders. Following the completion of Stage 1 of the transaction in 2019, which involved the sale of two land plots in Ukraine and residential and land assets in Bulgaria and resulted in Company receiving a total of 593.534 Arcona shares and 144.084 warrants over Arcona shares, in June 2021, the two parties signed SPA agreements for Stage 2 of the Arcona transaction. This stage involves the transfer of the EOS and Delenco assets in Romania and the Kiyanovskiy and Rozny land plots in Ukraine with a total net asset value of €8,2 million, in exchange for approximately 560.000 new ordinary shares in Arcona and approximately 135.000 warrants over shares in Arcona, as well as €1m in cash, subject to, inter alia, standard form adjustment and finalisation in accordance with the relevant agreements. However, the rapid development of COVID-19 affected during the second half of 2021, all related countries and therefore all participants in this process, causing major delays. Finally, in March and June 2022 the parties signed the closing documents of the transactions regarding the Delenco and the EOS assets in Romania, and in particular the transfer of a 24,4% stake in Delenco in exchange for the issue to SPDI of 362.688 new shares in Arcona and 87.418 warrants over shares in Arcona, as well as a 100% stake in EOS in exchange for the issue to SPDI of 116.688 new shares in Arcona and 28.125 warrants over shares in Arcona. The invasion of Ukraine by Russia during February 2022, suspended the transfer process of the relevant Ukrainian assets included in Stage 2 of the Transaction. Any development of such process is expected to take place in the future upon normalization of current conditions. Moreover, the war in Ukraine has also affected our standard local business. In particular, despite submitting the official request to the City of Kiev to extend the lease of Tsymlyanskiy for another 5 years last November (as we have first extension rights over any other interested party) we have not ANNUAL REPORT 2021| 5 managed to get an official approval yet. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as too many other cases had accumulated which had time priority over our case. During the period between 15 December 2021 and 20 January 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian invasion of Ukraine. However, management remains confident that the Company will be awarded the lease extension once the war status permits. Regarding the economic environment in which the Company operates, the Romanian economy which constitutes the main operating market of the Company, grew by 5,9% in 2021 following the downturn in 2020 due to the pandemic. Consumer spending has remained robust, but lost momentum on the back of lower pent-up demand and price increases. Inflation has surged, far above the central bank target band, mainly driven by sharp increases in food and energy prices. Labour market conditions improved, with the number of registered unemployed moving towards to its pre-pandemic level. Real estate investment volume picked up, with office assets representing 43% of the annual volume, while industrial projects attracted 30% and retail 21%. Romanian economic developments Total operating income increased by 25% during 2021 to €2,6m as a result of the increased sales of residential units throughout the period, leading to an increase of net operating income of 14% to Financial performance €1,9m. Overall, the administration costs, adjusted by the one-off costs associated with the transaction with Arcona, the legal costs for the acceptance by Euroclear of the new custodian as a result of Brexit, and ad-hoc previous periods’ and re-financing costs, decreased by 5%, while at the same time profit realized from associates and dividends income increased further recurring EBITDA to €0,82m from losses €0,2m in 2020. ANNUAL REPORT 2021| 6 Table 1 As a result, operating results after finance and tax for the year reached €0,14m as compared to losses of €1,0m in 2020. ANNUAL REPORT 2021| 7 Property Assets Commercial Land & Residential Property Asset Valuations 2.2 Property Holdings The Company's portfolio at year-end consists of commercial income producing and residential properties in Romania, as well as land plots in Ukraine and Romania. Commercial Property EOS Business Park Location Bucharest, Romania Delenco (SPDI has a 24,35% interest) Bucharest, Romania Innovations Logistics Park Bucharest, Romania Kindergarten Gross Leaseable Area: Anchor Tenant: Occupancy Rate: Key Features 3.386 sqm Danone Romania 100% Gross Leaseable Area: Anchor Tenant: Occupancy Rate: 10.280 sqm ANCOM (Romanian telecoms regulator) 99% Gross Leaseable Area: Anchor Tenant: Occupancy Rate: 16.570 sqm Favorit Business Srl 65% Bucharest, Romania Gross Leaseable Area: Anchor Tenant: Occupancy Rate: 1.400 sqm International School for Primary Education 100% Land & Residential Assets Kiyanovskiy Residence Tsymlyanskiy Residence* Rozny Lane GreenLake Land (SPDI has a ~44% interest) Monaco, Blooming, GreenLake GreenLake Location Kiev, Ukraine Kiev, Ukraine Kiev, Ukraine Key Features Plot of land (~ th. sqm): Plot of land (~ th. sqm): Plot of land (~ th. sqm): Bucharest, Romania Plot of land (~ th. sqm): Romania Romania Sold units during 2021: Available units (end 2021): 6 4 420 40 22 11 *As of November 2021, the Company had submitted an official request to the City of Kiev to extend the lease of the property for another 5 years (since it has first extension rights over any other interested party). The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as too many other cases had accumulated which had time priority over our case. During the period between 15 December 2021 and 20 January 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Ukrainian invasion by Russia. Management remains confident that the Company will be awarded the lease extension once the war status permits. In 2021, the Company’s accredited valuers, namely CBRE Ukraine for the Ukrainian Assets, and NAI RealAct for the Romanian Assets, remained appointed. The valuations have been carried out by the appraisers on the basis of Market Value in accordance with the current Practice Statements contained within the Royal Institution of Chartered Surveyors (“RICS”) Valuation – Global Standards (2017) (the “Red Book”) and are also compliant with the International Valuation Standards (IVS). ANNUAL REPORT 2021| 8 Following disposals of previous periods, SPDI’s portfolio has became more concentrated in terms of geography. At the end of the reporting period, Romania is the prime country of operations (88%) in terms of Gross Asset Value, while in Ukraine (12%) the Company still has interests in land plots. In respect of the Company’s income generation capacity, Romania has become the single operating income source. ** Net Operating Income includes NOI from Innovations Logistics Park, Victini Logistics, EOS Business Park, Praktiker retail center, Kindergarten, Residential units, GreenLake, as well as Delenco office building (dividends). The table below summarizes the main financial position of each of the Company’s assets (representing the Company’s participation in each asset) at the end of the reporting period. Asset Contribution ANNUAL REPORT 2021| 9 Table 2 Country Rom Rom Rom Rom Rom Rom & Ukr Property Innovations Logistics Park EOS Business Park Delenco (associate) Kindergarten Residential units Land banking Total Value Other balance sheet items, net ** Net Asset Value total Market Cap in EUR as at 31/12/2021 (Share price at £0,0725) Market Cap in EUR as at 16/06/2022 (Share price at £0,0625) Discount of Market Cap in EUR at 16/06/2022 vs NAV at 31/12/2021 * Reflects the Company’s participation at each asset **Refer to balance sheet and related notes of the financial statements GAV* 9,7 6,7 5,1 0,7 0,4 6,6 29,2 2021 €m Debt * 6,5 3,5 0 0,3 0 3,8 14,1 NAV 3,2 3,2 5,1 0,4 0,4 3,1 15,1 +8,1 23,2 11,1 9,4 -60% The Net Equity attributable to the shareholders as at 31 December 2021 stood at ~€23,2m vs ~€23,7m in 2020. The table below depicts the discount of Market Share Price over NAV since 2012. to Net Asset Value Net Equity The NAV per share as at 31 December 2021 stood at GBP 0,15 and the discount of the Market Value vis a vis the Company’s NAV denominated in GBP stands at 52% at year-end. Net Asset Value per share ANNUAL REPORT 2021| 10 2.3 Financial and Risk Management The Group’s overall bank debt exposure at the end of the reporting period was ~€14,06m (calculating relative to the Company’s percentage shareholding in each), Leverage comprising the following: a) €3,5m debt financing of EOS Business Park with Patria Bank Romania. b) €6,5m finance lease of Innovations Logistics Park with Piraeus Leasing Romania. c) €0,26m being the Company’s portion of debt financing of Kindergarten with Eurobank Ergasias. d) €3,8m being the Company’s portion of land plot related debt financing in Romania. Throughout 2021, the Company focused on managing and preserving liquidity through cash flow optimisation. In this context, Management secured a) collection of scheduled re-payments of loans provided to third parties, b) continuous sale of residential assets and c) advancement of discussions related to the transaction with Arcona Property Liquidity Management- Cash Flow Risk Arcona transaction Fund N.V. which partially materialised in 2022. 2.4 2022 and beyond 2022 is expected to be the period in which the Company will change completely, with all its assets expected to be sold. Consequently its main operations will be minimised, subject to constraints brought by the pandemic and the current war situation. Despite such constraints, Management is working, along the guidance of the board for the closing of the transaction with Arcona Property Fund N.V., which will mark effectively the maximisation of Company’s value and will give our shareholders the opportunity to gain direct exposure to an entity of considerably larger size, with a dividend distribution policy, and active in a more diversified and faster growing region (Central and South Eastern Europe) of the European property market. Having already completed during 2022 the transfers of Delenco and EOS assets in Romania, the Management is currently working towards completion of the remaining parts of the transaction, monitoring closely any developments in Ukraine, as well as with all other open issues which if resolved will effectively result in the Company having as assets only Arcona shares and cash. ANNUAL REPORT 2021| 11 3. Regional Economic Developments 1 After a strong recovery in the first half of 2021, economic activity in Romania has been Romania cooling as a result of the fourth COVID-19 wave. Supply-chain disruptions have dampened manufacturing activity while the rapid growth of coronavirus infections has damaged confidence. Overall the economy grew by 5,9% in 2021 with the agricultural sector leading with a 13,5% growth, following its steep drop in 2020. The industrial sector following saw a 5% growth, while the construction sector contracted by 1,7%. Unemployment rate is estimated lower at 5,6%, while inflation increased as a result of price increases mainly in foods and energy, at 4,1% with an increasing trend. Assuming the pandemic remains under control, economic growth in 2022 is projected to decelerate as a result of the Russia-Ukraine war. The current energy crisis is expected to lead to further increases in prices, leading in turn to an almost 20-year high inflation level, affecting household consumption. At the same time and for the same reasons, private investment activity is expected to drop, however, EU-backed investments should provide some counterbalance, provided that absorption of EU funds will remain successful. Romania GDP (EUR bn) Population (mn) Real GDP (y-o-y %) CPI (average, y-o-y %) Unemployment rate (%) Macroeconomic data 2015 160,3 19,9 3,9 -0,6 6,8 2016 170,4 19,8 4,8 -1,5 5,9 2017 187,5 19,6 7,0 1,3 4.3 2018 202,9 19,5 4,1 4,6 3,6 2019 223,4 19,5 4,1 3,3 3,1 2020 218,2 19,3 -3,7 2,3 6,1 2021f 231,4 19,2 5,9 4,1 5,6 In 2021, Ukraine’s economy grew by 3,4% due to the easing of COVID-19 restrictions which supported domestic demand, while at the same time a bigger harvest offset Ukraine effectively the drags of higher global energy prices. Inflation rate showed incremental trends and was estimated at 10% at year end, similarly the unemployment rate which closed at 10,6%, leading the National Bank of Ukraine to increase interest rates to 9% by the end of the year. Public sector financial needs are expected to grow due to increases in minimum wages and social transfers, limiting space for public investment, and fueling further inflationary pressures in a supply-constrained economy. Following the invasion of Ukraine by Russia in February 2022, Ukraine’s economy is expected to shrink by an estimated 45% this year, although the magnitude of the contraction will depend on the duration and intensity of the ongoing war. The Russian invasion is delivering a massive blow to Ukraine’s economy and it has caused 1 Sources: World Bank Group, Eurostat, EBRD, National Institute of Statistics- Romania, National Institute of Statistics – Ukraine, IMF, European Commission. ANNUAL REPORT 2021| 12 enormous damage to country’s infrastructure, so that the country is in need of immediate financial support in order to keep its economy going and the government providing aid to the population who face an extreme situation. Ukraine GDP (USD bn) Population (mn) Real GDP (y-o-y %) CPI (average, y-o-y %) Unemployment rate (%) Macroeconomic data 2015 87,5 42,6 -9,8 43,3 9,1 2016 92,3 42,4 2,4 12,4 9,3 2017 113,0 42,2 2,4 13,7 9,5 2018 130,9 42,0 3,3 9,8 8,8 2019 154,7 41,9 3,2 4,1 8,2 2020 155,6 41,5 -3,8 5,0 8,9 2021f 160,0 41,4 3,4 10,0 10,6 _____________________________ 1 Sources: World Bank Group, Eurostat, EBRD, National Institute of Statistics- Romania, National Institute of Statistics – Ukraine, IMF, European Commission. 4. Real Estate Market Developments2 4.1 Romania Total real esate investment volume in Romania, in 2021 reached Euro 910 million, General representing a 10% y-o-y increase. Despite the pandemic, the investment volume reached in 2021 is one of the highest in the past 10 years, proving the attractivenesss of Romanian assets. The office segment represented 43% of the annual volume, followed by logistics/ industrial sector (30%) and retail (21%). Bucharest secured c.60% of country’s investment volume, driven mainly by office transactions. In contrast, logistics/ industrial parks accounted for 60-65% of regional cities transactions. Compression across all sectors is the trend that describes yields in Romania during 2021. Prime office yields dropped to 6,75%, while industrials reached 7,5%, and retail 7%. Foreign investors represent 91% of total investment volume, with the remaining 9% attributed to local investors from 6% in 2020. With c.600.000 sq m delivered during 2021, the total modern industrial/ logistics stock reached c.5,8 million sq m. Almost 66% of the new deliveries were in Bucharest area, being by far the largest consumer market in the country. The total take-up reached 860.000 sq m, from which c.21% consists of prolongations and renegotiations. Logistics/ Distribution sector accounted for 34% of annual take-up, followed by Manufacturing/ Industrial (26%) and Retail (19%). Pipeline consists of c.650.000 sq m deliverable in 2022 which would elevate the total stock to 6,5 million sq m. Such Logistics Market 2 Sources : Eurobank, CBRE Research, Colliers International, Cushman & Wakefield, Crosspoint Real Estate, Knight Frank, Coldwell Banker Research, National Institute of Statistics- Romania, State Statistics Service-Ukraine, NAI Real Act ANNUAL REPORT 2021| 13 deliverables are related mostly to regional cities, as only 45% represent projects in Bucharest, with Timisoara, Oradea, Cluj, Brasov and Arad to account for a total share of c.44% of the pipeline. The vacancy rates showed a decreasing trend, estimated at 4,9% at the national level and 5,2% at the Bucharest level. It is estimated that over 270.000 sq m in 13 buildings were completed in 2021, which Office Market is the largest office supply delivered in the past 5 years. Modern office stock stands at c.3,5 million sq m, from which 72% are considered as Class A. The largest supply in 2021 was completed in Central West Bucharest submarket (27%), North Bucharest (25%) and Central Bucharest (22%). Current pipeline includes office deliverables of c.150.000 sq m in 2022 and another c.93.000 sq m in 2023, with the majority to be located in Central and Central-West Bucharest submarkets. On the other hand, annual total leasing activity in 2021 reached c.297.000 sq m, from which renewals accounted for 38% of the annual activity and pre-leases for 17%. Leasing activity was 70% driven by Hi-tech/ Computers, Medical & Pharma and Professional Services sectors. Residential Market In 2021, c.183.000 residential units were sold at a national level, registering an increase of 50% compared to previous year, and constituting 2021 as the most active year in terms of residential sales. Approximately 30% of total sales transacted in Bucharest. At the end of the year, the average selling prices in Bucharest stood at 1.620 Euros per sq m, reflecting a 13,7% year-on-year increase. Part of that increase came from the newer stock and is directly attributed to the increased construction costs and material prices. Regarding new supply, it is estimated that during the first 9 months of the year, 14.600 units were completed in Bucharest, a number similar to the total number completed in 2020 and almost 50% higher than that of 2019. The introduction of the Consumer Credit Reference Index (IRCC) for consumer loans in Romania, has not affected demand which is expected to continue to be strong. 4.2 Ukraine Real estate investment in Ukraine during 2021 continued to be weak on the back of the COVID-19 pandemic impact, tensions with Russia, and lack of financing. The only General exception is the residential market, which during the first nine monts of the year, and before the climax of the tensions with Russia, showed signs of recovery. During that period, demand was reported to be stronger, despite slowing construction activity, ANNUAL REPORT 2021| 14 while property prices, as well as land values and rents, were rising. Existing unit prices in Kiev rose by +5%, to an average of $1.090 per sq m. The demand for land plots started increasing in 2016, especially for those suitable for Land Market commercial development, a trend which stopped in 2020 mainly due to the effects of COVID-19 pandemic. During the first half of 2021 land values increased significantly, a trend that stopped with the increasing tension with Russia. During that period, in the Kiev region, land values increased by 12,4% compared to previous year, while in the Odessa region the relevant increase was 13,4%. 5. Property Assets 5.1 EOS Business Park – Danone headquarters, Romania The park consists of 5.000 sqm of land including a class “A” office building of 3.386 sqm GLA and 90 parking places. It is located next to the Danone factory, in the North-Eastern part of Bucharest with access to the Colentina Road and the Fundeni Road. The Park is very close to Bucharest’s ring road and the DN 2 national road (E60 and E85) and is also served by public transportation. The park is highly energy efficient. Property description The Company acquired the office building in November 2014. The complex is fully let to Danone Current status Romania, the French multinational food company, until 2025. The asset was sold in June 2022 as part of Stage 2 of the Arcona transaction. ANNUAL REPORT 2021| 15 5.2 Delenco office building, Romania The property is a 10.280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. The building is strategically located in the very center of Bucharest, close to three main squares of the city: Unirii, Alba Iulia and Muncii, only 300m Property description from the metro station. The Company acquired 24,35% of the property in May 2015. As at the end 2021, the building Current status is 99% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (81% of GLA). The stake in the asset was sold in March and June 2022 as part of Stage 2 of the Arcona transaction. 5.3 Innovations Logistics Park, Romania The park incorporates approximately 8.470 sqm of multipurpose warehousing space, 6.395 sqm of cold storage and 1.705 sqm of office space. It is located in the area of Clinceni, south west of Bucharest center, 200m from the city’s ring road and 6km from Bucharest-Pitesti (A1) highway. Its construction was completed in 2008 and was tenant specific. It comprises four separate warehouses, two of which offer cold storage. Property description As at the year end the terminal was 65% leased, while currently is 73,5% leased. Anchor Current status tenant with 46% is Favorit Business Srl, a large Romanian logistics operator, which accommodates in the terminal their new business line which involves as end user Carrefour. Following recent relevant agreement, Favorit’s leases extended until 2026. In 2019, the Company also signed short term lease agreements for ambient storage space with Chipita Romania Srl, one of the fastest growing regional food companies. The asset is planned to be part of Stage 3 of the Arcona transaction. ANNUAL REPORT 2021| 16 5.4 Kindergarten, Romania Situated on the GreenLake compound on the banks of Grivita Lake, a standalone building on ground and first floor, is used as a nursery by one of the Bucharest’s leading private schools. Property description The building is erected on 1.428.59 sqm plot with a total gross area of 1.198 sqm. The property is 100% leased to International School for Primary Education until 2032. Current status 5.5 Residential portfolio Monaco Towers, Bucharest, Romania Monaco Towers is a residential complex located in South Bucharest, Sector 4, enjoying good car access due to the large boulevards, public transportation, and a shopping mall (Sun Plaza) Property description reachable within a short driving distance or easily accessible by subway. Following extended negotiations for two years with the Current status company which acquired Monaco’s loan, the SPV holding Monaco units, in 2019, entered into insolvency status in order to protect itself from its creditors. During 2020 the relevant loan has been fully re-paid and in 2021 the SPV exited insolvency status and proceeded to the sale of all 5 remaining units. Blooming House, Bucharest, Romania Blooming House is a residential development project located in Bucharest, Sector 3, a residential area with the biggest development and property value growth in Bucharest, offering a number of supporting facilities such as access to Vitan Mall, kindergartens, café, schools and Property description public transportation (both bus and tram). During 2021 the last unit of the project was sold. Current status ANNUAL REPORT 2021| 17 GreenLake, Bucharest, Romania A residential compound of 40.500 sqm GBA, which consists of apartments and villas, situated on the banks of Grivita Lake, in the northern part of the Romanian capital – the only residential property in Bucharest with a 200 meters frontage to a lake. The compound also includes facilities such as one of Bucharest’s leading private schools (International School for Primary Education), outdoor sports courts and a mini-market. Additionally GreenLake includes land plots totaling 40.360 sqm. SPDI owns ~43% of this property asset portfolio. Property description During 2021, 16 apartments and villas were sold while at the end of the year 11 units remained Current status unsold. The asset is planned to be part of Stage 3 of the Arcona transaction. 5.6 Land Assets Kiyanovskiy Residence – Kiev, Ukraine The property consists of 0,55 Ha of freehold and leasehold land located at Kiyanovskiy Lane, near Kiev city center. It is destined for the development of businesses and luxury residences with beautiful protected views overlooking the scenic Dnipro River, St. Michaels’ Spires and Property description historic Podil. The asset is part of Stage 2 of the Arcona transaction and the relevant SPA for its disposal has Current status already been signed in June 2021 while closing has been postponed due to the invasion of Ukraine by Russia. Tsymlyanskiy Residence – Kiev, Ukraine The 0,36 Ha plot is located in the historic and rapidly developing Podil District in Kiev. The Company owns 55% of the SPV which leases the plot, with a local co-investor owning the Property description remaining 45%. The extension of the lease, originally expected during 2021, was delayed and currently is on Current status hold due to the invasion of Ukraine by Russia. The asset is planned to be part of Stage 3 of the Arcona transaction. ANNUAL REPORT 2021| 18 Rozny Lane – Kiev Oblast, Kiev, Ukraine The 42 Ha land plot located in Kiev Oblast is destined to be developed as a residential complex. Following a protracted legal battle, it has been registered under the Company pursuant to a Property description legal decision in July 2015. The asset is part of Stage 2 of the Arcona transaction and relevant SPA for its disposal has Current status already been signed in June 2021 while closing has been postponed due to the invasion of Ukraine by Russia. ANNUAL REPORT 2021| 19 CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2021 CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2021 CONTENTS Corporate Information Chairman’s Statement Declaration Management Report Independent Auditor’s Report Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements PAGE 22 23 24 25-27 28-31 32 33 34 35 36-92 CONSOLIDATED FINANCIAL STATEMENTS 2021| 21 Corporate Information Board of Directors Lambros Anagnostopoulos Ian Domaille Antonios Kaffas Harin Thaker Michael Petros Beys Registered Address 16, Kyriakou Matsi Avenue, Eagle House, 10th floor, PC 1082, Agioi Omologites, Nicosia, Cyprus Principal Places of Business 6, Nikiforou Foka Street, 1016 Nicosia, Cyprus 10A Zizin Street, Interphone 21, Ap. no 21, 6th floor, District 3, Bucharest, PC 031263 Prytys'ko-Mykilska 5 Kiev 04070, Ukraine Company Secretary Chanteclair Secretarial Ltd 16, Kyriakou Matsi Avenue Eagle House, 10th floor, PC 1082, Nicosia, Cyprus Nominated Adviser Strand Hanson Ltd 26 Mount Row, Mayfair, London, W1K 3SQ Registrars Broker Novum Securities Limited 8-10 Grosvenor Gardens, Belgravia, London,SW1W 0DH Computershare Investor Services PLC The Pavillions, Bridgewater Road, Bristol BS99 7NH, UK Cymain Registrars Limited P.O. Box 25719, 1311 Nicosia, Cyprus Main Collaborating Banks Eurobank EFG Cyprus Ltd 41, Makarios Avenue, 5th floor, 1065 Nicosia, Cyprus Bank of Cyprus P.O. Box 21472 1599 Nicosia, Cyprus UNIVERSAL Bank 54/19, Avtozavodska Street., 04114 Kiev, Ukraine Banca Transilvania SOS Bucuresti – Ploiesti Nr.43, Sector 1 Bucuresti, Romania Alpha Bank Romania Neocity 2 Building, 237B, Calea Dorobantilor Street, District 1, Bucharest, Romania Piraeus Leasing Romania B-dul Nicolae Titulescu, No. 29 - 31, etaj 5 Sector 1, Bucuresti, Romania Vista Bank (Romania) S.A. 90-92 Emanoil Porumbaru Str., 1st District, Bucharest, Romania Solicitors WTS Tax Legal Consulting LLC 5, Pankivska Street, 5th floor Kiev, Ukraine, 01033 Drakopoulos Law Firm 332, Kifissias Avenue, 152 33 Halandri, Athens, Greece Drakopoulos Law Firm 7 David Praporgescu, District 2, 020965 Bucharest, Romania Auditors Baker Tilly Klitou and Partners Limited Corner C Hatzopoulou & 30 Griva Digheni Avenue 1066 Nicosia, Cyprus Reed Smith LLP The Broadgate Tower 20 Primrose Street, London EC2A 2RS, United Kingdom Georgiades & Pelides LLC Kyriakou Matsi Avenue, Eagle House, 10th floor, PC 1082, Nicosia, Cyprus CONSOLIDATED FINANCIAL STATEMENTS 2021| 22 Chairman’s Statement During the year in which the impacts of the global pandemic, which in 2020 affected life, health and businesses alike, was subsiding, and business was supposed to return to pre-pandemic levels, the military conflict in Ukraine created yet another global crisis. More specifically for SPDI, the crisis is on its doorsteps. Having said that we are happy that our people, executives and service providers alike, are safe. This succession of crises delayed even further our efforts to “merge” with Arcona Property Fund (“APF”), the Central European property fund listed in Amsterdam, yet recently we took the next step closing Stage 2 of the transaction. The Company's management and board are committed to generating value for our shareholders in markets that are strong and growing and, no matter the temporary difficulties, will attempt to do whatever is necessary to realize that end. Michael Beys Chairman of the Board CONSOLIDATED FINANCIAL STATEMENTS 2021| 23 DECLARATION BY THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PERSON RESPONSIBLE FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY We, the Members of the Board of Directors and the person responsible for the preparation of the consolidated financial statements of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC for the year ended 31 December 2021, based on our opinion, which is a result of diligent and scrupulous work, declare that the elements written in the consolidated financial statements are true and complete. Board of Directors members: Lambros Anagnostopoulos Michael Petros Beys Ian Domaille Antonios Kaffas Harin Thaker Person responsible for the preparation of the consolidated financial statements for the year ended 31 December 2021: Theofanis Antoniou CONSOLIDATED FINANCIAL STATEMENTS 2021| 24 MANAGEMENT REPORT The Board of Directors presents its report and the audited consolidated financial statements of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (“SPDI” or the “Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2021. Principal activities The principal activities of the Group are to invest directly or indirectly in and/or manage real estate properties, as well as real estate development projects in South East Europe (the "Region"). These include the acquisition, development, operation and selling of property assets in the Region. Review of current position, future developments and significant risks Following relevant decision in 2018, management has been proceeding since 2019, with the implementation of the agreement with Arcona Property Fund N.V. (Arcona), a fund listed on Amsterdam and Prague Stock Exchanges. This agreement involves the effective exchange of Company’s portfolio for new Arcona shares, effectively combining the two entities’ complimentary portfolios, creating at the same time a significant European property company for the benefit of all shareholders. The “new” company will have presence in Central and South East Europe and in particular in Czech Republic, Poland, Slovakia, Ukraine, Romania and Bulgaria, with an estimated portfolio size of ~EUR 160m and a NAV of ~EUR 78m. As part of the aforementioned agreement, in 2019 the Company completed Stage 1 of the transaction with Arcona, involving the sale of Bela and Balabino land plots in Ukraine, and the Boyana asset in Bulgaria, receiving from these sales a total of 593.534 Arcona shares and 144.084 warrants over shares in Arcona. Moreover in June 2021 the Company signed with Arcona relevant SPAs for the transfer of assets included in Stage 2 of the transaction which includes two office properties in Bucharest, Romania (Delenco, EOS), and two land plots in Ukraine. In March and June 2022 the parties signed the closing documents of the transaction regarding the Delenco and EOS assets in Romania in exchange for the issue to SPDI of 479.376 new shares in Arcona and 115.543 warrants over shares in Arcona. Closing of the transactions regarding the Ukrainian assets has been on hold after the Russian invasion of Ukraine. Although the buyer is committed to meet its relevant obligations, the effective closing of these transactions is expected to take longer. Obviously, the associated risk has increased dramatically, and inevitably successful completion of Stage 2 is closely dependent on how conflict will be resolved. Discussions regarding Stage 3 of the transaction are at a preliminary stage and will be intensified upon successful closing of Stage 2. In relation to COVID-19, as a result of the Company’s property operations being focused on the food and the telco sectors, all of the large/anchor tenants in the Company’s properties in Bucharest, including Favorit, a 3PL logistics operator servicing Carrefour; Danone, the international food company; ANCOM, the Romanian Telecoms Regulatory Authority; and the supermarket chain Mega Image, have experienced limited disruption from either the pandemic crisis or the lockdowns in Romania. However, as long as the pandemic continues to create instability, affecting business activity in the countries the Company operates in, it is possible associated problems will be faced in the future, although current vaccination programs in the countries of interest mitigate considerably such risks. On the other hand, the pandemic outbreak has negatively affected real estate investment activity, and therefore relevant property values. Moreover the current conflict between Ukraine and Russia, on top of the huge humanitarian and economic problems that it has brought in Ukraine, has also harmed confidence and economic sentiment in the whole region (including Romania), something which eventually might lead to destabilization of the associated economies, minimization of foreign investment volumes, and negative impacts on real estate markets. However, we should note at this point that negative impact from any inflationary trends is minimized through the indexation clauses included in Group’s lease agreements. Results and Dividends The Group's results for the year are set out on page 32. No dividends were declared during the year. Share Capital Authorised share capital The authorized share capital of the Company as at the date of issuance of this report is as follows: a) 989.869.935 Ordinary Shares of €0,01 nominal value each, b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3). CONSOLIDATED FINANCIAL STATEMENTS 2021| 25 MANAGEMENT REPORT Issued share capital As at the end of 2021, the issued share capital of the Company was as follows: a) 129.191.442 Ordinary Shares of €0,01 nominal value each, b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each, cancelled during 2018 as per the Annual General Meeting decision of 29 December 2017, c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each. In respect of the Redeemable Preference Class B Shares, issued in connection to the acquisition of Craiova Praktiker, following the holders of such shares notifying the Company of their intent to redeem within 2016, the Company: - for the Redeemable Preference Class B Shares, in lieu of redemption the Company gave its 20% holding in Autounion (Note 28.3) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. and final settlement for any resulting difference is expected to be provided by Cypriot Courts (Note 40.3). As soon as the case is settled, the Company will proceed with the cancellation of the Redeemable Preference Class B Shares. On 24th December 2019 the Company proceeded with the issue of 1.920.961 new Ordinary Shares as follows: i. ii. iii. iv. 1.219.000 new Ordinary Shares to certain advisors, directors and executives of the Company involved in the closing of the Stage I of the Arcona Transaction by means of settling relevant Company’s liabilities. 437.676 new Ordinary Shares to directors of the Company in lieu of H1 2019 and before H2 2016 fees. 200.000 new Ordinary Shares to certain advisor in lieu of cash fees for financial advisory services rendered in 2019. 64.285 new Ordinary Shares to certain executive of the Company in lieu of cash fees for services rendered in 2018. Following shares issuance completed within 2019, the issued share capital of the Company as at the date of issuance of this report is as follows: a) 129.191.442 Ordinary Shares of €0,01 nominal value each, b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3) Board of Directors The members of the Company's Board of Directors as at 31 December 2021 and at the date of this report are presented on page 22. All Directors were members of the Board throughout the year ended 31 December 2021. There were no changes in the assignment of responsibilities of the Board of Directors. Board Committees The Board has constituted two committees, the audit committee and the remuneration committee. The membership and the responsibilities of both committees remained unchanged during the reporting period: - Audit Committee: Mr. Domaille (Chairman) and Mr. Kaffas - Remuneration Committee: Mr. Domaille (Chairman) and Mr. Thaker Advisory Council An Advisory Council has been established to provide strategic advice and support to the Board. The Council is comprises of former directors of the Company, namely Paul Ensor, Vagharshak Barseghyan, Franz Hoerhager, Kalypso Maria Nomikou, Alvaro Portela plus Emmanuel Blouin, the Company’s in house investment banking advisor. Remuneration Policy The remuneration policy for the Board (non-executive members) of the Company which includes a monetary portion, as well as equity-like instruments to further incentivize the recipients and further align their interests with those of the shareholders, remains unchanged. Such equity-like instruments and the respective granting terms have been approved by the Annual General Meeting of 30th December 2013 and/or of 31st December 2014. During 2019, 261.100 ordinary shares were issued to the Board members for their H1 2019 remuneration, 176.576 ordinary shares were issued to existing and previous Board members for their before H2 2016 fees, and 718.000 ordinary shares were issued to two members of the Board by means of settling existing Company’s liabilities for services and incentives related to the closing of the Stage 1 of the transaction with Arcona Property Fund N.V. As far as the Board's remuneration is concerned, this has been adjusted to be related to the growth of the Gross Asset Value of the Company as mandated by the relevant policy. It should be noted that the said policy relates to payments through shares which are locked up for the earlier of two years from the date of issue or the date following which the 30-day average traded value exceeds GBP 70.000. Since 1st of July 2016, the BoD has decided to forego any remuneration for the period 1/7/2016 – 31/12/2018. It has also been decided that any fees from H2 2019 onwards will be paid in cash. Annual fees for non-executive members of the Board have been set at GBP 129k. The remuneration of the senior management is described in Note 12 and Note 39.1.2. CONSOLIDATED FINANCIAL STATEMENTS 2021| 26 MANAGEMENT REPORT Directors and Management Holdings in the Company The table below presents Directors and Management direct shareholding in the Company as at the date of issuance of this report: Name Michael Petros Beys Ian Domaille * Antonios Kaffas Harin Thaker Lambros Anagnostopoulos Theofanis Antoniou George Dopoulos Position Chairman Non-Executive Director Non-Executive Director Non-Executive Director Executive Director and CEO CFO Commercial Director Amount of Shares held 479.976 814.988 343.832 297.192 1.001.092 107.333 117.952 *includes a number of 83.196 shares as non-beneficial owner Events after the end of the reporting period The significant events that occurred after the end of the reporting period are described in Note 43 to the financial statements. Independent auditors The Independent Auditors, Baker Tilly Klitou and Partners Limited, have expressed their willingness to continue in office. The Audit Committee will be proposing to the Board the appointment of the Independent Auditors for 2022, authorizing the CEO and the CFO to negotiate their remuneration so as to present a relevant proposal to the Annual General Meeting of the Shareholders of the Group. By order of the Board of Directors, Theofanis Antoniou CFO CONSOLIDATED FINANCIAL STATEMENTS 2021| 27 Corner C. Hatzopoulou & 30 Griva Digheni Avenue 1066, Nicosia P.O Box 27783, 2433 Nicosia, Cyprus T: +357 22 458500 F: +357 22 751648 info@bakertilly.com.cy www.bakertilly.com.cy T: +357 22 458500 F: +357 22 751648 Independent Auditor's Report To the Members of Secure Property Development & Investment Plc Report on the Audit of the Consolidated Financial Statements Opinion info@bakertilly.com.cy www.bakertilly.com.cy We have audited the consolidated financial statements of Secure Property Development & Investment Plc (the ''Company'') and its subsidiaries (the ''Group''), which are presented in pages 32 to 92 and comprise the consolidated statement of financial position as at 31 December 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2021, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the ''Auditor's Responsibilities for the Audit of the Consolidated Financial Statements'' section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Notes 2 and 9 to the consolidated financial statements which refer to Management’s assessment of going concern and the transactions that the Group plans to complete in the foreseeable future. The Group’s financial position and cash flows will be significantly affected in a manner which cannot be determined with certainty at this stage. These conditions indicate the existence of a material uncertainty which casts significant doubt as to the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. ADVISORY ASSURANCE TAX Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter Value of investment properties presented within assets classified as held for sale Refer to Note 4 - Significant accounting policies, Note 9 – Discontinued operations and Note 19 - Investment Property. How our audit addressed the key audit matter The Group holds investment properties which are presented within assets classified as held for sale. As at 31 December 2021 these are carried at a value of €31.554.991. We focused in this area as significant judgment and assumptions are made to result in the fair value of each property. The valuation of the Group’s properties is inherently subjective due to unique nature, location and expected future prospects of each property. The methodology applied in determining the fair values is set out in Note 19 of the consolidated financial statements. Valuations, as disclosed in Note 4, are carried out by third-party valuers. The Valuers performed their work in accordance with the Royal Institution of Chartered Surveyors (“RICS”) Valuation – Professional Standards and is also compliant with the International Valuation Standards (IVS), taking into account property specific information. Our audit procedures included assessment of the valuers’ qualifications and expertise and considered their engagement with the Group to determine whether there were any matters that might have affected their objectivity or may have imposed scope limitations upon their work. We obtained and read the valuation reports for every property, to confirm that the valuation approach for each property was appropriate and suitable for use in determining the fair value used in the consolidated financial statements. We have also evaluated the mathematical precision of the methodologies used and the relevance of the key assumptions used, comparing that with general economic expectations to assess whether the assumptions used were reasonable. We have engaged independent valuators where we considered this necessary to assess the fair values of specific properties. Emphasis of matter We draw attention to Note 40 to the consolidated financial statements, which describe the Contingent liabilities of the Group arising from the lawsuits for the Bluehouse accession case. The ultimate outcome of the matter cannot be reliably determined at present. The Group has recognized a liability of €2.521.211 in these consolidation financial statements. Our opinion is not modified in respect of this matter. Other information The Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, the Chairman’s Statement and the Management Report, but does not include the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ADVISORY ASSURANCE TAX Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Responsibilities of the Board of Directors for the Consolidated Financial Statements The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The Board of Directors is responsible for overseeing the Group's financial reporting process. Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. ADVISORY ASSURANCE TAX Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal Requirements Pursuant to the additional requirements of the Auditors Law of 2017, we report the following: In our opinion, the Management Report has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap 113, and the information given is consistent with the consolidated financial statements. In our opinion, and in the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Management Report. Other Matters This report, including the opinion, has been prepared for and only for the Group's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to. The engagement partner on the audit resulting in this independent auditor’s report is Moisis Aristidou. Moisis Aristidou Certified Public Accountant and Registered Auditor for and on behalf of Baker Tilly Klitou Certified Public Accountants and Registered Auditors Corner C. Hatzopoulou and 30 Griva Digheni Avenue 1066 Nicosia, Cyprus Nicosia, 29 June 2021 ADVISORY ASSURANCE TAX Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2021 Note 2021 € Continued Operations Income Net Operating Income Administration expenses Gain/(Loss) on disposal of subsidiary Fair Value gain/(loss) on Financial Assets at FV through P&L Other operating income/ (expenses), net Operating profit / (loss) Finance income Finance costs 10 12 20 26 15 16 16 1.047.137 1.047.137 (1.798.293) 748 683.478 69.643 2020 € 795.700 795.700 (1.701.180) - (824.634) 191.222 2.713 (1.538.892) 489.072 (190.409) 503.527 (274.751) Profit / (Loss) before tax and foreign exchange differences 301.376 (1.310.116) Foreign exchange loss, net Profit/(Loss) before tax Income tax expense Profit/(Loss) for the year from continuing operations Loss from discontinued operations Profit/ (Loss) for the year Other comprehensive income Exchange difference on I/C loans to foreign holdings Exchange difference on translation of foreign operations Total comprehensive income for the year Profit/ (Loss) for the year from continued operations attributable to: Owners of the parent Non-controlling interests Profit/ (Loss) for the year from discontinued operations attributable to: Owners of the parent Non-controlling interests Profit/ (Loss) for the year attributable to: Owners of the parent Non-controlling interests Total comprehensive income attributable to: Owners of the parent Non-controlling interests Earnings/(Losses) per share (Euro per share): Basic earnings/(losses) for the year attributable to ordinary equity owners of the parent Diluted earnings/(losses) for the year attributable to ordinary equity owners of the parent Basic earnings/(losses) for the year from discontinued operations attributable to ordinary equity owners of the parent Diluted earnings/(losses) for the year from discontinued operations attributable to ordinary equity owners of the parent 37b 37b 37c 37c The notes on pages 36 to 92 form an integral part of these consolidated financial statements. 17a (65.147) (60.142) 18 9b 17b 29 236.229 (1.370.258) (51.824) (117.656) 184.405 (1.487.914) (881.174) (4.262.592) (696.769) (5.750.506) - 64.299 (632.470) (61.936) (1.392.155) (7.204.597) 184.405 - 184.405 (1.487.914) - (1.487.914) (659.215) (221.959) (881.174) (474.810) (221.959) (696.769) (459.449) (173.021) (632.470) (0,00) (0,00) (0,00) (0,00) (2.851.952) (1.410.640) (4.262.592) (4.339.866) (1.410.640) (5.750.506) (7.115.161) (89.436) (7.204.597) (0,03) (0,03) (0,02) (0,02) CONSOLIDATED FINANCIAL STATEMENTS 2021|32 CONSOLIDATED STATEMENT OF FINANCIAL POSITION For the year ended 31 December 2021 ASSETS Non-current assets Tangible and intangible assets Long-term receivables and prepayments Financial Assets at FV through P&L Current assets Prepayments and other current assets Cash and cash equivalents Assets classified as held for sale Total assets EQUITY AND LIABILITIES Issued share capital Share premium Foreign currency translation reserve Exchange difference on I/C loans to foreign holdings Accumulated losses Equity attributable to equity holders of the parent Non-controlling interests Total equity Non-current liabilities Borrowings Bonds issued Tax payable and provisions Current liabilities Borrowings Bonds issued Trade and other payables Tax payable and provisions Liabilities directly associated with assets classified as held for sale Total liabilities Total equity and liabilities Note 23 24 26 25 27 9d 28 29 39.3 30 31 32 35 31 32 33 35 9d 2021 € 2020 € 1.628 824 7.470.722 2.859 836 6.787.244 7.473.174 6.790.939 4.510.381 2.160.576 6.670.957 39.011.516 6.880.076 129.859 7.009.935 41.791.409 53.155.647 55.592.283 1.291.281 72.107.265 8.969.787 (211.199) (58.903.610) 23.253.524 1.291.281 72.107.265 8.954.426 (211.199) (58.428.800) 23.712.973 5.748.132 5.921.153 29.001.656 29.634.126 126.066 1.033.842 627.130 1.787.038 1.577.500 293.214 4.396.123 256.437 95.977 1.033.842 663.062 1.792.881 2.054.400 225.081 4.036.962 620.365 6.523.274 6.936.808 15.843.679 22.366.953 24.153.991 17.228.468 24.165.276 25.958.157 53.155.647 55.592.283 Net Asset Value (NAV) € per share: 37d Basic NAV attributable to equity holders of the parent Diluted NAV attributable to equity holders of the parent 0,18 0,18 0,18 0,18 On 28 June 2022 the Board of Directors of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC authorised these financial statements for issue. Lambros Anagnostopoulos Director & Chief Executive Officer Michael Beys Director & Chairman of the Board Theofanis Antoniou CFO The notes on pages 36 to 92 form an integral part of these consolidated financial statements. CONSOLIDATED FINANCIAL STATEMENTS 2021|33 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2021 Attributable to owners of the Company Share capital Share premium, Net1 € € Accumulated losses, net of non-controlling interest2 € Exchange difference on I/C loans to foreign holdings3 € Foreign currency translation reserve4 € Total Non- controlling interest Total € € € Balance - 31 December 2019 Loss for the year Exchange difference on I/C loans to foreign holdings (Note 17b) Foreign currency translation reserve Balance - 31 December 2020 Loss for the year Foreign currency translation reserve Balance - 31 December 2021 1.291.281 - 72.107.265 - (54.088.934) (4.339.866) (149.263) 10.232.119 - - 29.392.468 (4.339.866) 7.446.255 (1.410.640) 36.838.723 (5.750.506) - - 1.291.281 - - 1.291.281 - - 72.107.265 - - 72.107.265 - - (58.428.800) (474.810) - (58.903.610) (61.936) - (211.199) - - (211.199) - (1.277.693) 8.954.426 - 15.361 8.969.787 (61.936) (1.277.693) 23.712.973 (474.810) 15.361 23.253.524 - (114.462) 5.921.153 (221.959) 48.938 5.748.132 (61.936) (1.392.155) 29.634.126 (696.769) 64.299 29.001.656 1 Share premium is not available for distribution. 2 Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 17% and GHS contribution at 1,7%-2,65% for deemed distributions after 1 March 2019 will be payable on such deemed dividends to the extent that the ultimate shareholders are both Cyprus tax resident and Cyprus domiciled. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders. 3 Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during previous years. The Group treats the mentioned loans as a part of the net investment in foreign operations (Note 39.3). 4 Exchange differences related to the translation from the functional currency of the Group’s subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Group’s subsidiaries own property assets. The notes on pages 36 to 92 form an integral part of these consolidated financial statements. CONSOLIDATED FINANCIAL STATEMENTS 2021|34 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2021 Note 2021 € 2020 € CASH FLOWS FROM OPERATING ACTIVITIES Profit/(Loss) before tax and non-controlling interests-continued operations Profit/(Loss) before tax and non-controlling interests-discontinued operations Profit/(Loss) before tax and non-controlling interests Adjustments for: (Gain)/Loss on revaluation of investment property Net loss on disposal of investment property Fair Value (gain)/loss on Financial Assets at FV through P&L (Reversal) /Impairment of prepayments and other current assets Accounts payable written off Depreciation/ Amortization charge Interest income Interest expense Share of profit from associates Gain on disposal of subsidiaries Effect of foreign exchange differences Cash flows from/(used in) operations before working capital changes Change in prepayments and other current assets Change in trade and other payables Change in VAT and other taxes receivable Change in provisions Change in other taxes payables Change in deposits from tenants Cash generated from operations Income tax paid Net cash flows provided in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Sales proceeds from disposal of investment property Dividend received from associates Increase/(Decrease) in long term receivables Repayment of principal and interest of loan receivable Net cash flows from / (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank and non-bank loans Repayment of bank and non-bank loans Interest and financial charges paid Decrease in financial lease liabilities Net cash flows from / (used in) financing activities Net increase/(decrease) in cash at banks Cash: At beginning of the year At end of the year 9b 13 14.1 26 15 15 12 16 16 21 20 17a 25 33 25 35 35 34 14.1 21 24 25 31 31 36 27 27 236.229 (813.846) (577.617) (1.370.258) (4.218.205) (5.588.463) 754.979 (653.567) (683.478) 5.932 (18.536) 2.101 (498.438) 1.044.296 (344.746) (748) 318.813 3.495.700 (281.886) 824.634 (16.035) (253.957) 4.883 (512.919) 1.071.822 179.775 - 379.067 (651.009) (697.379) (61.750) (486.081) (17.181) 28.954 18.580 - (104.272) (687.428) (87.279) 6.080 136.512 (3.038) (1.168.487) (1.436.804) (515.938) (206.194) (1.684.425) (1.642.998) 3.245.322 183.583 (18.251) 2.289.683 5.700.337 2.427.184 242.403 (281) 240.000 2.909.306 3.500.000 (2.538.099) (117.032) (3.176.182) (2.331.313) 1.729.400 (2.083.700) (386.545) (392.441) (1.133.286) 1.684.599 133.022 870.647 737.625 2.555.246 870.647 The notes on pages 36 to 92 form an integral part of these consolidated financial statements. CONSOLIDATED FINANCIAL STATEMENTS 2021|35 Notes to the Consolidated Financial Statements For the year ended 31 December 2021 1. General Information Country of incorporation SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the ''Company'') was incorporated in Cyprus on 23 June 2005 and is a public limited liability company, listed on the London Stock Exchange (AIM): ISIN CY0102102213. Its registered office is at Kyriakou Matsi 16, Eagle House, 10th floor, Agioi Omologites, 1082 Nicosia, Cyprus while its principal place of business is in Cyprus at 6 Nikiforou Foka Street, 1060 Nicosia, Cyprus. Principal activities The principal activities of the Group are to invest directly or indirectly in and/or manage real estate properties, as well as real estate development projects in South East Europe (the "Region"). These include the acquisition, development, commercializing, operating and selling of property assets in the Region. The Group maintains offices in Nicosia, Cyprus, Bucharest, Romania and Kiev, Ukraine. As at 31 December 2021, the companies of the Group employed and/or used the services of 15 full time equivalent people, (2020 15 full time equivalent people). 2. Basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements have been prepared under the historical cost as modified by the revaluation of investment property and investment property under construction, of financial assets at fair value through other comprehensive income and of financial assets at fair value through profit and loss. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. Following certain conditional agreement signed in December 2018 with Arcona Property Fund N.V for the sale of Company’s non-Greek portfolio of assets, the Company classifies its assets since 2018 as discontinued operations (Note 4.3) . Going concern basis The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. In particular, the Company is in a process of disposing of its portfolio of assets in an all share transaction with Arcona Property Fund N.V., meaning that as soon as this transaction consummates the Company will be left with its corporate receivables and liabilities. These conditions raise some doubt about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are available to be issued. The ability to continue as a going concern is dependent upon positive future cash flows. Management believes that the Company will be able to finance its needs given the fact that the additional corporate receivables, as well as the consideration received in the form of Arcona shares is estimated that it can effectively discharge all corporate liabilities. At the same time, the transaction with Arcona Property Fund N.V., which is a cash flow generating entity, will result in the Company being a significant shareholder, entitled to dividends according to the dividend policy of Arcona Property Fund N.V. 3. Adoption of new and revised Standards and Interpretations During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2021. This adoption did not have a material effect on the accounting policies of the Company. CONSOLIDATED FINANCIAL STATEMENTS 2021|36 4. Significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented in these consolidated financial statements unless otherwise stated. Local statutory accounting principles and procedures differ from those generally accepted under IFRS. Accordingly, the consolidated financial information, which has been prepared from the local statutory accounting records for the entities of the Group domiciled in Cyprus, Romania, and Ukraine reflects adjustments necessary for such consolidated financial information to be presented in accordance with IFRS. 4.1 Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39, either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and its subsequent settlement is accounted for within equity. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. Changes in ownership interests in subsidiaries without change of control and Disposal of Subsidiaries Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity. When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss. 4.2 Functional and presentation currency Items included in the Group's financial statements are measured applying the currency of the primary economic environment in which the entities operate (''the functional currency''). The national currency of Ukraine, the Ukrainian Hryvnia, is the functional currency for all the Group’s entities located in Ukraine, the Romanian leu is the functional currency for all Group’s entities located in Romania, and the Euro is the functional currency for all Cypriot subsidiaries. CONSOLIDATED FINANCIAL STATEMENTS 2021|37 4. Significant accounting policies (continued) 4.2 Functional and presentation currency (continued) The consolidated financial statements are presented in Euro, which is the Group’s presentation currency. As Management records the consolidated financial information of the entities domiciled in Cyprus, Romania, Ukraine in their functional currencies, in translating financial information of the entities domiciled in these countries into Euro for inclusion in the consolidated financial statements, the Group follows a translation policy in accordance with IAS 21, “The Effects of Changes in Foreign Exchange Rates”, and the following procedures are performed: All assets and liabilities are translated at closing rate; Equity of the Group has been translated using the historical rates; Income and expense items are translated using exchange rates at the dates of the transactions, or where this is not practicable the average rate has been used; All resulting exchange differences are recognized as a separate component of equity; When a foreign operation is disposed of through sale, liquidation, repayment of share capital or abandonment of all, or part of that entity, the exchange differences deferred in equity are reclassified to the consolidated statement of comprehensive income as part of the gain or loss on sale; Monetary items receivable from foreign operations for which settlement is neither planned nor likely to occur in the foreseeable future and in substance are part of the Group’s net investment in those foreign operations are recongised initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the foreign operation. The relevant exchange rates of the European and local central banks used in translating the financial information of the entities from the functional currencies into Euro are as follows: Currency USD UAH RON 2021 1,1827 32,3009 4,9204 4.3 Discontinued operations Average 31 December 2020 1,1422 30,8013 4,8371 2021 1,1326 30,9226 4,9481 2020 1,2270 34,7396 4,8694 2019 1,1234 26,422 4,7793 A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: represents a separate major line of business or geographic area of operations; is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held- for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation had been discontinued from the start of the comparative year. 4.4 Investment Property at fair value Investment property, comprising freehold and leasehold land, investment properties held for future development, warehouse and office properties, as well as the residential property units, is held for long term rental yields and/or for capital appreciation and is not occupied by the Group. Investment property and investment property under construction are carried at fair value, representing open market value determined annually by external valuers. Changes in fair values are recorded in the statement of comprehensive income and are included in other operating income. A number of the land leases (all in Ukraine) are held for relatively short terms and place an obligation upon the lessee to complete development by a prescribed date. It is important to note that the rights to complete a development may be lost or at least delayed if the lessee fails to complete a permitted development within the timescale set out by the ground lease. In addition, in the event that a development has not commenced upon the expiry of a lease then the City Authorities are entitled to decline the granting of a new lease on the basis that the land is not used in accordance with the designation. Furthermore, where all necessary permissions and consents for the development are not in place, this may provide the City Authorities with grounds for rescinding or non- renewal of the ground lease. However Management believes that the possibility of such action is remote and was made only under limited circumstances in the past. CONSOLIDATED FINANCIAL STATEMENTS 2021|38 4. Significant accounting policies (continued) 4.4 Investment Property at fair value (continued) Management believes that rescinding or non-renewal of the ground lease is remote if a project is on the final stage of development or on the operating cycle. In undertaking the valuations reported herein, the valuer of Ukrainian properties CBRE has made the assumption that no such circumstances will arise to permit the City Authorities to rescind the land lease or not to grant a renewal. Land held under operating lease is classified and accounted for as investment property when the rest of the definition is met. Investment property under development or construction initially is measured at cost, including related transaction costs. The property is classified in accordance with the intention of the management for its future use. Intention to use is determined by the Board of Directors after reviewing market conditions, profitability of the projects, ability to finance the project and obtaining required construction permits. The time point, when the intention of the management is finalized is the date of start of construction. At the moment of start of construction, freehold land, leasehold land and investment properties held for a future redevelopment are reclassified into investment property under development or inventory in accordance to the final decision of management. Initial measurement and recognition Investment property is measured initially at cost, including related transaction costs. Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the consolidated statement of comprehensive income in the period of retirement or disposal. Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation, or the commencement of an operating lease to third party. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale. If an investment property becomes owner occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for accounting purposes. Property that is being constructed or developed for future use as investment property is classified as investment property under construction until construction or development is complete. At that time, it is reclassified and subsequently accounted for as investment property. Subsequent measurement Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair value of investment property are included in the statement of comprehensive income in the period in which they arise. If a valuation obtained for an investment property held under a lease is net of all payments expected to be made, any related liabilities/assets recognized separately in the statement of financial position are added back/reduced to arrive at the carrying value of the investment property for accounting purposes. Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the statement of comprehensive income during the financial period in which they are incurred. Basis of valuation The fair values reflect market conditions at the financial position date. These valuations are prepared annually by chartered surveyors (hereafter “appraisers”). The Group appointed valuers in 2014, which remain the same in 2021: CBRE Ukraine, for all its Ukrainian properties, NAI Real Act for all its Romanian properties. The valuations have been carried out by the appraisers on the basis of Market Value in accordance with the appropriate sections of the current Practice Statements contained within the Royal Institution of Chartered Surveyors (“RICS”) Valuation – Global Standards (2018) (the “Red Book”) and is also compliant with the International Valuation Standards (IVS). “Market Value” is defined as: “The estimated amount for which a property should be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”. CONSOLIDATED FINANCIAL STATEMENTS 2021|39 4. Significant accounting policies (continued) 4.4 Investment Property at fair value (continued) Basis of valuation (continued) In expressing opinions on Market Value, in certain cases the appraisers have estimated net annual rentals/income from sale. These are assessed on the assumption that they are the best rent/sale prices at which a new letting/sale of an interest in property would have been completed at the date of valuation assuming: a willing landlord/buyer; that prior to the date of valuation there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of the price and terms and for the completion of the letting/sale; that the state of the market, levels of value and other circumstances were, on any earlier assumed date of entering into an agreement for lease/sale, the same as on the valuation date; that no account is taken of any additional bid by a prospective tenant/buyer with a special interest; that the principal deal conditions assumed to apply are the same as in the market at the time of valuation; that both parties to the transaction had acted knowledgeably, prudently and without compulsion. A number of properties are held by way of ground leasehold interests granted by the City Authorities. The ground rental payments of such interests may be reviewed on an annual basis, in either an upwards or downwards direction, by reference to an established formula. Within the terms of the lease, there is a right to extend the term of the lease upon expiry in line with the existing terms and conditions thereof. In arriving at opinions of Market Value, the appraisers assumed that the respective ground leases are capable of extension in accordance with the terms of each lease. In addition, given that such interests are not assignable, it was assumed that each leasehold interest is held by way of a special purpose vehicle (“SPV”), and that the shares in the respective SPVs are transferable. With regard to each of the properties considered, in those instances where project documentation has been agreed with the respective local authorities, opinions of the appraisers of value have been based on such agreements. In those instances where the properties are held in part ownership, the valuations assume that these interests are saleable in the open market without any restriction from the co-owner and that there are no encumbrances within the share agreements which would impact the sale ability of the properties concerned. The valuation is exclusive of VAT and no allowances have been made for any expenses of realization or for taxation which might arise in the event of a disposal of any property. In some instances the appraisers constructed a Discounted Cash Flow (DCF) model. DCF analysis is a financial modeling technique based on explicit assumptions regarding the prospective income and expenses of a property or business. The analysis is a forecast of receipts and disbursements during the period concerned. The forecast is based on the assessment of market prices for comparable premises, build rates, cost levels etc. from the point of view of a probable developer. To these projected cash flows, an appropriate, market-derived discount rate is applied to establish an indication of the present value of the income stream associated with the property. In this case, it is a development property and thus estimates of capital outlays, development costs, and anticipated sales income are used to produce net cash flows that are then discounted over the projected development and marketing periods. The Net Present Value (NPV) of such cash flows could represent what someone might be willing to pay for the site and is therefore an indicator of market value. All the payments are projected in nominal US Dollar/Euro amounts and thus incorporate relevant inflation measures. Valuation Approach In addition to the above general valuation methodology, the appraisers have taken into account in arriving at Market Value the following: Pre Development In those instances where the nature of the ‘Project’ has been defined, it was assumed that the subject property will be developed in accordance with this blueprint. The final outcome of the development of the property is determined by the Board of Directors decision, which is based on existing market conditions, profitability of the project, ability to finance the project and obtaining required construction permits. Development In terms of construction costs, the budgeted costs have been taken into account in considering opinions of value. However, the appraisers have also had regard to current construction rates prevailing in the market which a prospective purchaser may deem appropriate to adopt in constructing each individual scheme. Although in some instances the appraisers have adopted the budgeted costs provided, in some cases the appraisers’ own opinions of costs were used. Post Development Rental values have been assessed as at the date of valuation but having regard to the existing occupational markets taking into account the likely supply and demand dynamics during the anticipated development period. The standard letting fees were assumed within the valuations. In arriving at their estimates of gross development value (“GDV”), the appraisers have capitalized their opinion of net operating income, having deducted any anticipated non-recoverable expenses, such as land payments, and permanent void allowance, which has then been capitalized into perpetuity. CONSOLIDATED FINANCIAL STATEMENTS 2021|40 4. Significant accounting policies (continued) 4.4 Investment Property at fair value (continued) Valuation Approach (continued) The capitalization rates adopted in arriving at the opinions of GDV reflect the appraisers’ opinions of the rates at which the properties could be sold as at the date of valuation. In terms of residential developments, the sales prices per sq. m. again reflect current market conditions and represent those levels the appraisers consider to be achievable at present. It was assumed that there are no irrecoverable operating expenses and that all costs will be recovered from the occupiers/owners by way of a service charge. The valuations take into account the requirement to pay ground rental payments and these are assumed not to be recoverable from the occupiers. In terms of ground rent payments, the appraisers have assessed these on the basis of information available, and if not available they have calculated these payments based on current legislation defining the basis of these assessments. 4.5 Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or Groups of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated statement of comprehensive income. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 4.6 Property, Plant and equipment and intangible assets Property, plant and equipment and intangible non-current assets are stated at historical cost less accumulated depreciation and amortization and any accumulated impairment losses. Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined and intangibles not inputted into exploitation, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Depreciation and amortization are calculated on the straight-line basis so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates are as follows: Type Leasehold IT hardware Motor vehicles Furniture, fixtures and office equipment Machinery and equipment Software and Licenses No depreciation is charged on land. % 20 33 25 20 15 33 Assets held under leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The assets residual values and useful lives are reviewed, and adjusted, if appropriate, at each reporting date. Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount. CONSOLIDATED FINANCIAL STATEMENTS 2021|41 4. Significant accounting policies (continued) 4.6 Property, Plant and equipment and intangible assets (continued) Expenditure for repairs and maintenance of tangible and intangible assets is charged to the statement of comprehensive income of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. An item of tangible and intangible assets is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statement of comprehensive income. 4.7 Cash and Cash equivalents Cash and cash equivalents include cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. 4.8 Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or investment property, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. 4.9 Financial Instruments 4.9.1 Recognition and initial measurement Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. 4.9.2 Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: - - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: - - it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis. CONSOLIDATED FINANCIAL STATEMENTS 2021|42 4. Significant accounting policies (continued) 4.9 Financial Instruments (continued) 4.9.2 Classification and subsequent measurement (continued) Financial assets – Business model assessment: The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: - - - - the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets; how the performance of the portfolio is evaluated and reported to the Group’s management; the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest: For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: - - - - contingent events that would change the amount or timing of cash flows; terms that may adjust the contractual coupon rate, including variable-rate features; prepayment and extension features; and terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Financial assets – Subsequent measurement and gains and losses: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However for derivatives designated as hedging instruments. Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss. CONSOLIDATED FINANCIAL STATEMENTS 2021|43 4. Significant accounting policies (continued) 4.9 Financial Instruments (continued) 4.9.3 Derecognition Financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss. 4.9.4 Offsetting Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. 4.9.5 Derivative financial instruments and hedge accounting Derivative financial instruments and hedge accounting The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss. The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and certain derivatives and non-derivative financial liabilities as hedges of foreign exchange risk on a net investment in a foreign operation. At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other. Cash flow hedges When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts (‘forward points’) is separately accounted for as a cost of hedging and recognised in a costs of hedging reserve within equity. When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognised. For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss. CONSOLIDATED FINANCIAL STATEMENTS 2021|44 4. Significant accounting policies (continued) 4.9 Financial Instruments (continued) 4.9.5 Derivative financial instruments and hedge accounting (continued) If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss. Net investment hedges When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging instrument or, for a non-derivative, foreign exchange gains and losses is recognised in OCI and presented in the translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign exchange gains and losses on the non-derivative is recognised immediately in profit or loss. The amount recognised in OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation. 4.10 Leases At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: ly distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Company has the right to direct the use of the asset if either: of use; and t purpose it will be used. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non lease components and account for the lease and non lease components as a single lease component. The Company as lessor When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub lease separately. It assesses the lease classification of a sub lease with reference to the right of use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it classifies the sub lease as an operating lease. If an arrangement contains lease and non lease components, the Company applies IFRS 15 to allocate the consideration in the contract. The Company recognises lease payments received under operating leases as income on a straight line basis over the lease term as part of 'other income'. The accounting policies applicable to the Company as a lessor in the comparative period were not different from IFRS 16. However, when the Company was an intermediate lessor the sub leases were classified with reference to the underlying asset. The Company as lessee The Company recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. CONSOLIDATED FINANCIAL STATEMENTS 2021|45 4. Significant accounting policies (continued) 4.10 Leases (continued) The Company as lessee (continued) The right of use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The estimated useful lives of the right of use assets are determined on the same basis as those of property and equipment. In addition, the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: tdate; Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset, or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero. The Company presents its right of use assets that do not meet the definition of investment property in 'Property, plant and equipment' in the statement of financial position. The lease liabilities are presented in 'loans and borrowings'in the statement of financial position. Short term leases and leases of low value assets The Company has elected not to recognise the right of use assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low value assets (i.e. IT equipment, office equipment etc.). The Company recognises the lease payments associated with these leases as an expense on a straight line basis over the lease term. 4.11 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalized as part of the cost of that asset. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extend there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment and amortised over the period of the facility to which it relates. Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortization of discounts or premium relating to borrowings, amortization of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably. Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. CONSOLIDATED FINANCIAL STATEMENTS 2021|46 4. Significant accounting policies (continued) 4.12 Tenant security deposits Tenant security deposits represent financial advances made by lessees as guarantees during the lease and are repayable by the Group upon termination of the contracts. Tenant security deposits are recognized at nominal value. 4.13 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment loss annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 4.14 Share Capital Ordinary shares are classified as equity. 4.15 Share premium The difference between the fair value of the consideration received by the shareholders and the nominal value of the share capital being issued is taken to the share premium account. 4.16 Share-based compensation The Group had in the past and intends in the future to operate a number of equity-settled, share-based compensation plans, under which the Group receives services from Directors and/or employees as consideration for equity instruments (options) of the Group. The fair value of the Director and employee cost related to services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions. The total amount expensed is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At each financial position date, the Group revises its estimates on the number of options that are expected to vest based on the non-marketing vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are exercised. 4.17 Provisions Provisions are recognized when the Group has a present obligation (legal, tax or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. As at the reporting date the Group has settled all its construction liabilities. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. CONSOLIDATED FINANCIAL STATEMENTS 2021|47 4. Significant accounting policies (continued) 4.18 Non-current liabilities Non-current liabilities represent amounts that are due in more than twelve months from the reporting date. 4.19 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. It is recognized to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the revenue can be measured reliably. Revenue earned by the Group is recognized on the following bases: 4.20.1 Income from investing activities Income from investing activities includes profit received from disposal of investments in the Company’s subsidiaries and associates and income accrued on advances for investments outstanding as at the year end. 4.20.2 Dividend income Dividend income from investments is recognized when the shareholders’ right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably). 4.20.3 Interest income Interest income is recognized on a time-proportion (accrual) basis, using the effective interest rate method. 4.20.4 Rental income Rental income arising from operating leases on investment property is recognized on an accrual basis in accordance with the substance of the relevant agreements. 4.20 Service charges and expenses recoverable from tenants Income arising from expenses recharged to tenants is recognized on an accrual basis. 4.21 Other property expenses Irrecoverable running costs directly attributable to specific properties within the Group's portfolio are charged to the statement of comprehensive income. Costs incurred in the improvement of the assets which, in the opinion of the directors, are not of a capital nature are written off to the statement of comprehensive income as incurred. 4.22 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in the statement of comprehensive income in the period in which they are incurred as interest costs which are calculated using the effective interest rate method, net result from transactions with securities, foreign exchange gains and losses, and bank charges and commission. 4.23 Asset Acquisition Related Transaction Expenses Expenses incurred by the Group for acquiring a subsidiary or associate company as part of an Investment Property and are directly attributable to such acquisition are recognized within the cost of the Investment Property and are subsequently accounted as per the Group’s accounting Policy for Investment Property subsequent measurement. CONSOLIDATED FINANCIAL STATEMENTS 2021|48 4. Significant accounting policies (continued) 4.24 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. 4.24.1 Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. 4.24.2 Deferred tax Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority. 4.24.3 Current and deferred tax for the year Current and deferred tax are recognized in the statement of comprehensive income, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. The operational subsidiaries of the Group are incorporated in Ukraine and Romania, while the Parent and some holding companies are incorporated in Cyprus. The Group’s management and control is exercised in Cyprus. The Group’s Management does not intend to dispose of any asset, unless a significant opportunity arises. In the event that a decision is taken in the future to dispose of any asset it is the Group’s intention to dispose of shares in subsidiaries rather than assets. The corporate income tax exposure on disposal of subsidiaries is mitigated by the fact that the sale would represent a disposal of the securities by a non-resident shareholder and therefore would be exempt from tax. The Group is therefore in a position to control the reversal of any temporary differences and as such, no deferred tax liability has been provided for in the financial statements. 4.24.4 Withholding Tax The Group follows the applicable legislation as defined in all double taxation treaties (DTA) between Cyprus and any of the countries of Operations (Romania, Ukraine,). In the case of Romania, as the latter is part of the European Union, through the relevant directives the withholding tax is reduced to NIL subject to various conditions. 4.24.5 Dividend distribution Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders. 4.25 Value added tax VAT levied at various jurisdictions were the Group is active, was at the following rates, as at the end of the reporting period: 20% on Ukrainian domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside Ukraine. 19% on Cyprus domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside Cyprus. 19% on Romanian domestic sales and imports of goods, works and services (decreased from 20% from 1 January 2017) and 0% on export of goods and provision of works or services to be used outside Romania. CONSOLIDATED FINANCIAL STATEMENTS 2021|49 4. Significant accounting policies (continued) 4.26 Operating segments analysis Segment reporting is presented on the basis of Management’s perspective and relates to the parts of the Group that are defined as operating segments. Operating segments are identified on the basis of their economic nature and through internal reports provided to the Group’s Management who oversee operations and make decisions on allocating resources serve. These internal reports are prepared to a great extent on the same basis as these consolidated financial statements. For the reporting period the Group has identified the following material reportable segments, where the Group is active in acquiring, holding, managing and disposing: Commercial-Industrial Residential Land Assets Warehouse segment Office segment Retail segment Residential segment Land assets – the Group owns a number of land assets which are either available for sale or for potential development The Group also monitors investment property assets on a Geographical Segmentation, namely the country where its property is located. 4.27 Earnings and Net Assets value per share The Group presents basic and diluted earnings per share (EPS) and net asset value per share (NAV) for its ordinary shares. Basic EPS amounts are calculated by dividing net profit/loss for the year, attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Basic NAV amounts are calculated by dividing net asset value as at year end, attributable to ordinary equity holders of the Company by the number of ordinary shares outstanding at the end of the year. Diluted EPS is calculated by dividing net profit/loss for the year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into ordinary shares. Diluted NAV is calculated by dividing net asset value as at year end, attributable to ordinary equity holders of the parent with the number of ordinary shares outstanding at year end plus the number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into ordinary shares. 4.28 Comparative Period Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year. 5. New accounting pronouncement Standards issued but not yet effective Up to the date of approval of the financial statements, certain new standards, interpretations and amendments to existing standards have been published that are not yet effective for the current reporting period and which the Company has not early adopted, as follows: New standards IFRS 17 ''Insurance Contracts'' (effective for annual periods beginning on or after 1 January 2023). Amendments Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (issued on 23 January 2020 and 15 July 2020 respectively) (effective for annual periods beginning on or after 1 January 2023). Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; Annual Improvements 2018-2020 (All issued 14 May 2020) (effective for annual periods beginning on or after 1 January 2022). The above are expected to have no significant impact on the Company's financial statements when they become effective. CONSOLIDATED FINANCIAL STATEMENTS 2021|50 6. Critical accounting estimates and judgments The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on Management's best knowledge of current events and actions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results though may ultimately differ from those estimates. As the Group makes estimates and assumptions concerning the future, the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Provision for impairment of receivables The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the counter party's payment record, and overall financial position, as well as the state's ability to pay its dues (VAT receivable). If indications of non-recoverability exist, the recoverable amount is estimated and a respective provision for impairment of receivables is made. The amount of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly. As at the reporting date Management did not consider necessary to make a provision for impairment of receivables. Fair value of financial assets The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the financial assets at fair value through other comprehensive income has been estimated based on the fair value of these individual assets. Fair value of investment property The fair value of investment property is determined by using various valuation techniques. The Group selects accredited professional valuers with local presence to perform such valuations. Such valuers use their judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each financial reporting date. The fair value has been estimated as at 31 December 2021 (Note 19.2). Income taxes Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Impairment of tangible assets Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Provision for deferred taxes Deferred tax is not provided in respect of the revaluation of the investment property and investment property under development as the Group is able to control the timing of the reversal of this temporary difference and the Management has intention not to reverse the temporary difference in the foreseeable future. The properties are held by subsidiary companies in Ukraine, Greece and Romania. Management estimates that the assets will be realized through a share deal rather than through an asset deal. Should any subsidiary be disposed of, the gains generated from the disposal will be exempt from any tax. Application of IFRS 10 The Group has considered the application of IFRS 10 and concluded that the Company is not an Investment Entity as defined by IFRS 10 and it should continue to consolidate all of its investments, as in 2016. The reasons for such conclusion are among others that the Company continues: a) not to be an Investment Management Service provider to Investors, b) to actively manages its own portfolio (leasing, development, allocation of capital expenditure for its properties, marketing etc.) in order to provide benefits other than capital appreciation and/or investment income, c) to have investments that are not bound by time in relation to the exit strategy nor to the way that are being exploited, d) to provide asset management services to its subsidiaries, as well as loans and guarantees (directly or indirectly), e) even though is using Fair Value metrics in evaluating its investments, this is being done primarily for presentation purposes rather that evaluating income generating capability and making investment decisions. The latter is being based on metrics like IRR, ROE and others. CONSOLIDATED FINANCIAL STATEMENTS 2021|51 7. Risk Management 7.1 Financial risk factors The Group is exposed to operating country risk, real estate property holding and development associated risks, property market price risk, interest rate risk, credit risk, liquidity risk, currency risk, other market price risk, operational risk, compliance risk, litigation risk, reputation risk, capital risk and other risks, arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below. 7.1.1 Operating Country Risks The Group is exposed to risks stemming from the political and economic environment of countries in which it operates. Notably: 7.1.1.1 Ukraine Ukraine’s economy grew by 3,4% in 2021 driven by increased domestic demand. Inflation picked up to 10% by year end leading National Bank to increase interest rates to 9% by the end of the same period. Unemplyment showed incremental trends to 10,6% as minimum wages and social contributions increased during the year. All these have no real use by the time Russia invaded in Ukraine in February 2022. Currently the political and economic risks associated with Company’s activities in the country have increased dramatically and any relevant assessment for the future is impossible to be made. The Company owns land plots in Ukraine, either in Kiev or close to the capital, reported at time of publishing still under Ukrainian control. The plots do not generate income and therefore the cash flow of the Group is not affected by the invasion. On the other hand, starting from 2022 interim consolidated accounts, the assets will be revalued affecting the net asset value of the Group. At the end of the current reporting period Ukrainian assets contribute €3,6 milion in Group’s assets, figure which is going to be significantly reduced. Moreover, the war, as well as the preceded tensions during the previous period, affect also the land leaseholds that the Company has in the country. In particular, as of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as many other cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian insurgence of Ukraine. The Management remains confident that the Group will be awarded the lease extension once the war status permits. However, as a result of such development, the asset does not contribute value commencing from current reporting period. The Management will monitor developments in the country and change policy if necessary. 7.1.1.2 Romania The Romanian economy grew by 5,9% in 2021 following a year of contraction. The agricultural sector led such growth with 13,5%, followed by the industrial one with 5%.At the end of the year unemployment rate stood at 5,6% and inflation rate at 4,1% due to increased prices in foods and energy. Overall, during the first half of the year the economy showed strong signs of recovery from the effects of the COVID-19 pandemic, although such trend slowed during the second half of the year, mainly due to the hurt in confidence brought by the fourth pandemic wave and the political tensions in the region. Future outlook is positive with GDP expected to grow by 4,5% annually in the next two year period, as a result of all monetary and fiscal measures and reforms adopted by the government, and provided that the health situation will progressively improve. However, the recent invasion of Russia in neighboring country Ukraine, and the ongoing war that takes place there, has harmed confidence and local economic sentiment, while at the same time might also harm foreign investment. Therefore, the associated risk has significantly increased, being closely related to the geopolitical developments in the region. CONSOLIDATED FINANCIAL STATEMENTS 2021|52 7. Risk Management (continued) 7.1 Financial risk factors (continued) 7.1.2 Risks associated with property holding and development associated risks Several factors may affect the economic performance and value of the Group's properties, including: risks associated with construction activity at the properties, including delays, the imposition of liens and defects in workmanship; the ability to collect rent from tenants on a timely basis or at all, taking also into account currency rapid devaluation risk; the amount of rent and the terms on which lease renewals and new leases are agreed being less favorable than current leases; cyclical fluctuations in the property market generally; local conditions such as an oversupply of similar properties or a reduction in demand for the properties; the attractiveness of the property to tenants or residential purchasers; decreases in capital valuations of property; changes in availability and costs of financing, which may affect the sale or refinancing of properties; covenants, conditions, restrictions and easements relating to the properties; changes in governmental legislation and regulations, including but not limited to designated use, allocation, environmental usage, taxation and insurance; the risk of bad or unmarketable title due to failure to register or perfect our interests or the existence of prior claims, encumbrances or charges of which we may be unaware at the time of purchase; the possibility of occupants in the properties, whether squatters or those with legitimate claims to take possession; the ability to pay for adequate maintenance, insurance and other operating costs, including taxes, which could increase over time; and political uncertainty, acts of terrorism and acts of nature, such as earthquakes and floods that may damage the properties. 7.1.3 Property Market price risk Market price risk is the risk that the value of the Group’s portfolio investments will fluctuate as a result of changes in market prices. The Group's assets are susceptible to market price risk arising from uncertainties about future prices of the investments. The Group's market price risk is managed through diversification of the investment portfolio, continuous elaboration of the market conditions and active asset management. To quantify the value of its assets and/or indicate the possibility of impairment losses, the Group commissioned internationally acclaimed valuers. 7.1.4 Interest rate risk Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets apart from its cash balances that are mainly kept for liquidity purposes. The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. All of the Group's borrowings are issued at a variable interest rate. Management monitors the interest rate fluctuations on a continuous basis and acts accordingly. 7.1.5 Credit risk Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets at hand at the end of the reporting period. Cash balances are held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution. 7.1.6 Currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Group's functional currency. Excluding the transactions in Ukraine all of the Group’s transactions, including the rental proceeds are denominated or pegged to EUR. In Ukraine, even though there is no recurring income stream, the fluctuations of UAH against EUR entails significant FX risk for the Group in terms of its local assets valuation. Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly, although there are no available financial tools for hedging the exposure on UAH. It should be noted though that the current war in Ukraine causing economic and political problems, as well as any probable currency devaluation may affect Group’s financial position. CONSOLIDATED FINANCIAL STATEMENTS 2021|53 7. Risk Management (continued) 7.1 Financial risk factors (continued) 7.1.7 Capital risk management The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group’s core strategy is described in Note 42.1 of the consolidated financial statements. 7.1.8 Compliance risk Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non-compliance with laws and regulations of each country the Group is present, as well as from the stock exchange where the Company is listed. Although the Group is trying to limit such risk, the uncertain environment in which it operates in various countries increases the complexities handled by Management. 7.1.9 Litigation risk Litigation risk is the risk of financial loss, interruption of the Group's operations or any other undesirable situation that arises from the possibility of non-execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts used by the Group to execute its operations. 7.1.10 Insolvency risk Insolvency arises from situations where a company may not meet its financial obligations towards a lender as debts become due. Addressing and resolving any insolvency issues is usually a slow moving process in the Region. Management is closely involved in discussions with creditors when/if such cases arise in any subsidiary of the Group aiming to effect alternate repayment plans including debt repayment so as to minimize the effects of such situations on the Group’s asset base. 7.2. Operational risk Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems, as well as the risk of human error and natural disasters. The Group’s systems are evaluated, maintained and upgraded continuously. 7.3. Fair value estimation The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the end of the reporting period. CONSOLIDATED FINANCIAL STATEMENTS 2021|54 8. Investment in subsidiaries The Company has direct and indirect holdings in other companies, collectively called the Group, that were included in the consolidated financial statements, and are detailed below. Name SC Secure Capital Limited LLC Aisi Ukraine LLC Trade Center LLC Almaz-Pres-Ukraine LLC Retail Development Balabino LLC Interterminal LLC Aisi Ilvo Myrnes Innovations Park Limited Best Day Real Estate Srl Yamano Holdings Limited N-E Real Estate Park First Phase Srl Victini Holdings Limited Zirimon Properties Limited Bluehouse Accession Project IX Limited Bluehouse Accession Project IV Limited BlueBigBox 3 Srl SPDI Real Estate Srl SEC South East Continent Unique Real Estate Investments II Limited SEC South East Continent Unique Real Estate (Secured) Investments Limited Diforio Holdings Limited Demetiva Holdings Limited Ketiza Holdings Limited Frizomo Holdings Limited SecMon Real Estate Srl Ketiza Real Estate Srl Edetrio Holdings Limited Emakei Holdings Limited RAM Real Estate Management Limited Iuliu Maniu Limited Moselin Investments Srl Rimasol Enterprises Limited Rimasol Real Estate Srl Ashor Ventures Limited Ashor Development Srl Jenby Ventures Limited Jenby Investments Srl Ebenem Limited Ebenem Investments Srl Sertland Properties Limited Mofben Investments Limited SPDI Management Srl Country of incorporation Cyprus Ukraine Ukraine Ukraine Ukraine Ukraine Ukraine Cyprus Romania Cyprus Romania Cyprus Cyprus Cyprus Cyprus Romania Romania Related Asset Kiyanovskiy Residence Tsymlyanskiy Residence* Innovations Logistics Park EOS Business Park Delea Nuova (Delenco) Kindergarten Holding % as at 31 Dec 2021 100 100 100 55 100 100 100 100 100 100 100 - 100 100 100 100 50 as at 31 Dec 2020 100 100 100 55 100 100 100 100 100 100 100 100 100 100 100 100 50 Cyprus Cyprus Cyprus Cyprus Cyprus Cyprus Romania Romania Cyprus Cyprus Cyprus Cyprus Romania Cyprus Romania Cyprus Romania Cyprus Romania Cyprus Romania Cyprus Cyprus Romania Residential and Land portfolio 100 100 100 100 90 100 100 90 100 100 50 45 45 70,56 70,56 44,24 44,24 44,30 44,30 44,30 44,30 100 100 100 100 100 100 100 90 100 - 90 100 100 50 45 45 44,24 44,24 44,24 44,24 44,30 44,30 44,30 44,30 100 100 100 * As of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as too many other cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian insurgence of Ukraine. The Management remains confident that the Company will be awarded the lease extension once the war status permits. During 2021 the Group proceeded with the disposal of Victini Holdings Limited in Cyprus which was idle after the disposal in 2019 of its subsidiary that used to hold the warehouse asset in Greece. (Note 20). CONSOLIDATED FINANCIAL STATEMENTS 2021|55 8. Investment in subsidiaries (continued) Following extended but unsuccessful negotiations for more than 2 years with Tonescu Finance Srl, the company which had acquired Monaco Towers property’s loan, SecMon Real Estate Srl entered voluntarily in January 2018 into insolvency process, in order to protect its interests against its creditor, given that the value of the assets was higher than the value of the relevant loan. The entering of SecMon Real Estate Srl in the insolvency process meant loss of control as per the definition of IFRS 10. As such SecMon Real Estate Srl was not consolidated in previous periods in Group’s financial statements. However, during 2021 and after the successful re-organization of SecMon Real Estate Srl through the insolvency process, the company re-paid fully its loan and the Group regained full control of the subsidiary. Following that, by the end of the current period, the subsidiary had managed to sell successfully all its units stock . During the period the Company initiated the process of striking off six holding subsidiaries in Cyprus, which became idle following recent disposals of local asset owning companies and properties. The companies to be struck off are: Bluehouse Accession Project IV Limited, Demetiva Holdings Limited, Diforio Holdings Limited, Jenby Ventures Limited, Ebenem Limited and Mofben Investments Limited. Relevant official clearance from local Trade Registry and Tax Authorities is expected in the following period. Currently the Group has initiated strike off process for two additional Ukrainian entities. During 2021 the Group acquired an additional 26,32% stake in Rimasol Enterprises Limited, which through Rimasol Real Estate Srl owns Plot R in GreenLake, part of the Second Phase of the overall GreenLake project. With this acquisition the total stake of the Group in this particular plot increased to 70,56% . 9. Discontinued operations 9.(a) Description The Company announced on 18 December 2018 that it has entered into a conditional implementation agreement for the sale of its property portfolio, excluding its Greek logistics properties (‘the Non-Greek Portfolio’), in an all-share transaction to Arcona Property Fund N.V. The transaction is subject to, among other things, asset and tax due diligence (including third party asset valuations) and regulatory approvals (including the approval of a prospectus required in connection with the issuance and admission to listing of the new Arcona Property Fund N.V. shares), as well as successful negotiating and signature of transaction documents. During 2019 and as part of the Arcona transaction the Company sold the Boyana Residence asset in Bulgaria, as well as the Bela and Balabino land plots in Ukraine, while in March and June 2022 has signed SPAs related to Stage 2 of the transaction, namely for the EOS and Delenco assets in Romania, as well as the Kiyanovskiy and Rozny assets in Ukraine. In March and June 2022, the Company sold effectively to Arcona the Delenco and EOS assets. Regarding the Ukrainian assets, further discussions for closing have been put on hold due to the existing circumstances in the country. Additionally, the Company also sold during 2019 the Greek logistics property Victini Logistics, which was not part of the Arcona transaction. Cyprus: Ashor Ventures Limited, Edetrio Holdings Limited, Rimasol Enterprises Limited, Emakei Holdings Limited, Iuliu Maniu The companies that are classified under discontinued operations are the followings: • Limited, Ram Real Estate Management Limited, Frizomo Holdings Limited, Ketiza Holdings Limited and Victini Holdings Limited • Srl, Best Day Real Estate Srl, N-E Real Estate Park First Phase Srl, Ketiza Real Estate Srl, SPDI Real Estate Srl and Secmon SRL Ukraine: LLC Aisi Ukraine, LLC Almaz‑Pres‑Ukraine, LLC Trade Center, LLC Retail Development Balabino • Romania: Ashor Development Srl, Ebenem Investments Srl, Jenby Investments Srl, Rimasol Real Estate Srl, Moselin Investments As a result, the Company has reclassified all assets and liabilities related to these properties as held for sale according to IFRS 5 (Note 4.3 & 4.8). CONSOLIDATED FINANCIAL STATEMENTS 2021|56 9. Discontinued operations (continued) 9.(b) Results of discontinued operations For the year ended 31 December 2021 Income Asset operating expenses Net Operating Income Administration expenses Share of profits/(losses) from associates Valuation gains/(losses) from Investment Property Net gain/(loss) on disposal of investment property Other operating income/(expenses), net Operating profit / (loss) Dividends income Finance income Finance costs Profit/(Loss) before tax and foreign exchange differences Foreign exchange (loss), net Profit/(Loss) before tax Income tax expense Profit/(Loss) for the year Loss attributable to: Owners of the parent Non-controlling interests 9.(c) Cash flows from(used in) discontinued operation Net cash flows provided in operating activities Net cash flows from / (used in) financing activities Net cash flows from / (used in) investing activities Net increase/(decrease) from discontinued operations Note 10 11 2021 € 939.720 (763.024) 176.696 2020 € 1.041.346 (470.548) 570.798 12 21 13 14.1 15 20 16 16 17a 18 (289.086) 344.746 (754.979) 653.567 (12.510) 118.434 175.500 9.366 (863.480) (560.180) (217.988) (179.775) (3.495.700) 281.886 3.058 (3.037.721) - 9.392 (870.951) (3.899.280) (253.666) (813.846) (318.925) (4.218.205) (67.328) (44.387) (881.174) (4.262.592) (659.215) (221.959) (881.174) (2.851.952) (1.410.640) (4.262.592) 31 Dec 2021 € (712.598) 3.280.967 (2.275.600) 292.769 31 Dec 2020 € 961.997 (3.880.653) 2.670.120 (248.536) 9.(d) Assets and liabilities of disposal group classified as held for sale The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 31 December 2021: Assets classified as held for sale Investment properties Tangible and intangible assets Long-term receivables and prepayments Investments in associates Financial Asset at FV through OCI Prepayments and other current assets Cash and cash equivalents Total assets of group held for sale Liabilities directly related with assets classified as held for sale Borrowings Finance lease liabilities Trade and other payables Taxation Deposits from tenants Total liabilities of group held for sale Note 31 Dec 2021 € 31 Dec 2020 € 19.4a 23 24 21 22 25 27 31 36 33 35 34 31.554.991 11.988 333.263 5.476.576 - 1.240.028 394.670 39.011.516 8.022.899 6.515.847 997.392 243.310 64.231 15.843.679 34.903.480 12.357 315.000 5.071.656 1 748.127 740.788 41.791.409 6.324.461 9.692.029 870.472 277.275 64.231 17.228.468 CONSOLIDATED FINANCIAL STATEMENTS 2021|57 10. Income Income from continued operations for the year ended 31 December 2021 represents: a) rental income, as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded with tenants of Innovations Logistics Park (Romania). It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park (Romania) is currently invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender, however the asset, through the SPV, is planned to be transferred as part of the transaction with Arcona Property Fund N.V. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred. b) Service and property managent income is related to one off invoice with a third party. Continued operations Rental income Service charges and utilities income Service and property management income Total income 31 Dec 2021 € 633.427 232.870 180.840 1.047.137 31 Dec 2020 € 583.683 192.017 20.000 795.700 Income from discontinued operations for the year ended 31 December 2021 represents: a) rental income, as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded with tenants of Innovations Logistics Park (Romania), Kindergarten (Romania), and EOS Business Park (Romania) b) rental income and service charges by tenants of the Residential Portfolio, and; c) income from third parties and /or partners for consulting and managing real estate properties for 2020 Discontinued operations (Note 9) Rental income Service charges and utilities income Service and property management income Total income 31 Dec 2021 € 916.498 23.222 - 939.720 31 Dec 2020 € 1.008.294 31.064 1.988 1.041.346 Occupancy rates in the various income producing assets of the Group as at 31 December 2021 were as follows: Income producing assets % EOS Business Park Innovations Logistics Park Kindergarten 11. Asset operating expenses Romania Romania Romania 31 Dec 2021 31 Dec 2020 100 65 100 100 77 100 The Group incurs expenses related to the proper operation and maintenance of all properties in Kiev, Bucharest. Part of these expenses is recovered from the tenants through the service charges and utilities recharge (Note 10). Under continued operations ,there are no such expenses related to operation of the Assets. Under discontinued operations are all the expenses related to Innovations Logistics Park (Romania), EOS Business Park (Romania), Residential Portfolio (Romania), GreenLake (Romania), and all Ukrainian properties. Discontinued operations (Note 9) Property related taxes Property management fees Repairs and technical maintenance Utilities Property security Property insurance Leasing expenses Other operating expenses Total 31 Dec 2021 € (253.917) (22.087) (179.009) (218.519) (44.464) (10.267) (34.761) - (763.024) 31 Dec 2020 € (99.949) (9.054) (101.757) (179.268) (33.223) (6.932) (40.267) (98) (470.548) Property related taxes reflect local taxes of land and building properties (in the form of land taxes, building taxes, garbage fees, etc.). Relevant increase in 2021 resulted from the increased sales of residential units during 2021, as well as land book taxes associated with the acquisition of EOS asset from the leasing company in order the project to be re-financed. Repairs and technical maintenance increased substantially during the period due to works performed on residential units for facilitating their successful sale. CONSOLIDATED FINANCIAL STATEMENTS 2021|58 11. Asset operating expenses (continued) Utilities increase came from Innovations Logistics Park in Bucharest, and matches with the increased service charges and utilities income invoiced by the Company and included in continued operations. Leasing expenses reflect expenses related to long term land leasing. 12. Administration Expenses Continued operations Salaries and Wages Incentives to Management Advisory fees Public group expenses VAT expensed Corporate registration and maintenance fees Audit fees Accounting and related fees Legal fees Depreciation/Amortization charge Directors Renumeration Corporate operating expenses Total Administration Expenses Discontinued operations (Note 9) Salaries and Wages Advisory fees Corporate registration and maintenance fees Audit fees Accounting and related fees Legal fees Depreciation/Amortization charge Corporate operating expenses Total Administration Expenses 31 Dec 2021 € (355.933) - (360.578) (144.330) (68.135) (59.990) (78.668) (29.180) (328.331) (1.481) (243.823) (127.844) (1.798.293) 31 Dec 2021 € (32.498) (83.066) (38.765) (35.160) (29.034) (52.940) (620) (17.003) (289.086) 31 Dec 2020 € (368.684) (120.000) (609.191) (134.153) (7.514) (30.697) (86.000) (40.311) (77.688) (2.200) (129.000) (95.742) (1.701.180) 31 Dec 2020 € (46.177) (35.897) (31.978) (40.800) (31.823) (6.821) (2.683) (21.809) (217.988) Salaries and wages include the remuneration of the CEO (2021: €100.997, 2020: €100.997), the CFO, the Group Commercial Director and the Country Managers of Ukraine and Romania, as well as the salary cost of personnel employed in the various Company’s offices in the region. Incentives to Management provided in 2020 for the sussessful disposal of Victini Logistics Park. Advisory fees are mainly related to advisors, brokers, valuers and other professionals engaged in relevant transactions and capital raising campaigns, as well as outsourced human resources support on the basis of relevant contracts. In 2021, such fees include EUR 36k of services related to Arcona transaction (EUR 52k in 2020) and increased brokerage fees for the extended residential sales of the Group that took place during the year in Romania. In discontinued operations, advisory fees include also EUR 30k related to the re-financing of EOS asset that took place in December 2021. Accounting and related fees include fees from external accounting services, as well as fees for transfer pricing and tax consulting services. In particular, certain Group entities proceeded during 2020 in preparation of Transfer Pricing file, essential in such cases under recent local tax legislation. Public group expenses include among others fees paid to the AIM:LSE stock exchange and the Nominated Adviser of the Company, as well as other expenses related to the listing of the Company, such as public relations and registry expenses. Relevant increase in 2021 came as a result of the additional fees incurred by the new custodian (Cyprus Stock Exchange) of the shares of the Company, which came as requirement following Brexit, as well as extra fees from the corporate registrar for arrangements in relation to the new share custody status of the Company. Corporate registration and maintenance fees represent fees charged for the annual maintenance of the Company and its subsidiaries, as well as fees and expenses related to the normal operation of the companies including charges by the relevant local authorities. Increase in current period came as a result of the expenses incurred for striking off six (6) idle entities in Cyprus. Legal fees represent legal expenses incurred by the Group in relation to asset operations (rentals, sales, etc.), ongoing legal cases in Ukraine, Cyprus and Romania, compliance with AIM listing, as well as one-off fees associated with legal services and advise in relation to due diligence processes, and transactions. In 2021 an amount of EUR 168k was associated with legal advices and support related to the transaction with Arcona (EUR 29k in 2020), while an amount of EUR 123k was associated with the change of custodian due to Brexit and the need to provide relevant legal opinion to Euroclear (EUR 0 in 2020). In discontinued operations, an amount of EUR 48k is related to the re-financing of EOS property, including also the associated notary and relevant fees for acquiring the asset from the leasing company. CONSOLIDATED FINANCIAL STATEMENTS 2021|59 12. Administration Expenses (continued) Corporate operating expenses include office expenses, travel expenses, (tele)communication expenses, D&O insurance and all other general expenses for Cypriot, Romanian and Ukrainian operations. Current increase is a result of the considerably higher cost for the D&O insurance policy, following the general increase of such premiums in the insurance market. The annual Directors fees including Chairman and Committee remunerations have been set at GBP 129k. In 2021 the Company posted also fees from previous periods which were not included previously in Company’s books and presented as “Deferred Amounts” in table below (Note 39.1.2). Summary of Directors’ Total Remuneration 31 Dec 2021 31 Dec 2020 € € Base remuneration Chairman/ Committee Fees € Deferred Amounts € Total € Base remuneration € Total € Chairman/ Committee Fees Michael Beys Harin Thaker Ian Domaille Anthonios Kaffas Total (33.323) (33.323) (33.323) (33.323) (133.291) (5.950) (3.570) (7.141) (3.570) (20.232) (23.100) (21.700) (23.800) (21.700) (90.300) (62.373) (58.593) (64.263) (58.593) (243.823) (28.000) (28.000) (28.000) (28.000) (112.000) (5.000) (3.000) (6.000) (3.000) (17.000) (33.000) (31.000) (34.000) (31.000) (129.000) 13. Valuation gains / (losses) from investment properties Valuation gains /(losses) from investment property for the reporting period, excluding foreign exchange translation differences which are incorporated in the table of Note 19.2, are presented in the tables below. Discontinued operations (Note 9) Property Name (€) Kiyanovskiy Residence Tsymlyanskiy Residence* Rozny Lane Innovations Logistics Park EOS Business Park Residential Portfolio GreenLake Kindergarten Total Valuation gains/(losses) 31 Dec 2021 € (93.835) (964.178) 75.740 (240.706) 107.164 4.438 452.063 (95.665) (754.979) 31 Dec 2020 € 390.469 94.811 (171.690) (305.894) (863.251) (1.950) (2.664.980) 26.785 (3.495.700) * As of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as many other cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian insurgence of Ukraine. We remain confident that we will be awarded the lease extension once the war status permits. Valuation gains and losses result not only from the differences in the values of the properties as reported by valuers at the different points in time, but also from the fluctuation of the FX rate between the denominated currency of the valuation report itself and the functional currency of the company which posts valuation amount in its accounting books. For example, valuations of Ukrainian assets are denominated in USD and translated to UAH for entering effectively in the accounting books of the local entities. Similarly, valuations of Romanian assets are denominated in EUR and translated to RON for accounting purposes. 14. Gain/ (Loss) from disposal of properties During the reporting period the Group proceeded with selling properties classified under Investment Property (Romanian residential assets) designated as non-core assets. The gain/ (losses) from disposal of such properties are presented below: 14.1 Investment property During 2021 the Group sold 7 villas in Greenlake Parcel K, 5 apartments in Monaco Towers and 1 apartment, 3 parking spaces in Zizin. In 2020 the Group sold 5 villas in Greenlake Parcel K, 1 apartment and 3 parking spaces in Romfelt Plaza (Doamna Ghica) and 3 apartments, 3 parking spaces and 1 commercial space in Zizin. CONSOLIDATED FINANCIAL STATEMENTS 2021|60 14. Gain/ (Loss) from disposal of properties (continued) 14.1 Investment property (continued) Discontinued operations (Note 9) Income from sale of investment property Cost of investment property Profit/(Loss) from disposal of investment property 15. Other operating income/(expenses), net Continued operations Other income Accounts payable written off Reversal of provisions and Impairment of prepayments and other current assets Other income Assets Written off Penalties Impairment of prepayments and other current assets Other expenses Other expenses 31 Dec 2021 € 3.245.322 (2.591.755) 653.567 31 Dec 2020 € 2.427.184 (2.145.298) 281.886 31 Dec 2021 € 18.536 62.978 - 81.514 - (509) (5.932) (5.430) (11.871) 31 Dec 2020 € 115.039 124.007 16.035 255.081 (55.128) (2.184) - (6.547) (63.859) Other operating income/(expenses), net 69.643 191.222 Discontinued operations (Note 9) Accounts payable written off Other income Other income Penalties Other expenses Other expenses Other operating income/(expenses), net Continued operations 31 Dec 2021 € - 1.679 1.679 31 Dec 2020 € 129.950 23 129.973 (240) (13.949) (14.189) (1.201) (125.714) (126.915) (12.510) 3.058 Other income, represents income from services, while in 2020 included also a price adjustment of the sale of Terminal Brovary pursuant to the relevant sale and purchase agreement. The accounts payable write off under continued operations are mainly related to writing off an old balance due to a vendor. Discontinued operations The accounts payable write off in 2020 under discontinued operations are mainly related to revesal of accrued expenses which after a long period of time were never realized. In 2020 the other expenses under discontinued operations of a total of EUR 126k relate mostly to VAT imposed to Jenby Srl after relevant tax investigation by authorities, associated with past VAT activity of the company. CONSOLIDATED FINANCIAL STATEMENTS 2021|61 16. Finance costs and income Continued operations Finance income Interest received from non-bank loans Total finance income Finance costs Interest expenses (non-bank) Finance charges and commissions Bonds interest Interest on taxes Total finance costs Net finance result Discontinued operations (Note 9) Finance income Interest received from non-bank loans (Note 39.1.1) Total finance income Finance costs Interest expenses (bank) Interest expenses (non-bank) Finance leasing interest expenses Finance charges and commissions Interest on taxes Total finance costs Net finance result 31 Dec 2021 € 489.072 489.072 31 Dec 2020 € 503.527 503.527 31 Dec 2021 € 31 Dec 2020 € (116.468) (5.808) (68.133) - (190.409) (140.489) (6.645) (68.320) (59.297) (274.751) 298.663 228.776 31 Dec 2021 € 31 Dec 2020 € 9.366 9.366 9.392 9.392 31 Dec 2021 € 31 Dec 2020 € (479.939) (6.547) (373.209) (3.785) - (863.480) (378.793) (7.172) (477.048) (2.585) (5.353) (870.951) (854.114) (861.559) Interest income from non-bank loans reflects income from loans granted by the Group for financial assistance to associates. This amount includes also interest on Loan receivables from 3rd parties provided as an advance payment for acquiring a participation in an investment property portfolio (Olympians portfolio) in Romania. The funds provided initially with a convertibility option which was not exercised, and is currently treated as a loan. According to the last addendum, the loan had certain one-off payments for a period until 30 June 20202 which has to be re-paid in full. The loan is bearing a fixed interest rate of 10% and the Company has initiated the process of getting agreed security in the form of pledge of shares following relevant provisions in the initial Loan Agreement. Borrowing interest expense represents interest expense charged on Bank and non-Bank borrowings (Note 31). Finance leasing interest expenses relate to the sale and lease back agreements of the Group. The decrease of finance leasing interest during 2021 is due to the fact that the leasing loan with Alpha Bank Romania SA was repaid and a new bank loan was granted(Note 36). Finance charges and commissions include regular banking commissions and various fees paid to Banks. Bonds interest represent interest calculated for the bonds issued by the Company during 2018 (Note 32). Interest on taxes posted in 2020 is related to interest charges on taxes associated with the tax audit of all Cypriot entities of the Group for all periods up to 2015, which follow a certain repayment schedule via the local Ariadne repayment program. CONSOLIDATED FINANCIAL STATEMENTS 2021|62 17. Foreign exchange profit / (losses) a. Non realised foreign exchange loss Foreign exchange losses (non-realised) resulted from the loans and/or payables/receivables denominated in non EUR currencies when translated in EUR. The exchange loss for the year ended 31 December 2021 from continued operations amounted to €65.147 (2020: loss €60.142). The exchange loss from discontinued operations for the year ended 31 December 2021 amounted to €253.666 (2020: loss €318.925) (Note 9). b. Exchange difference on intercompany loans to foreign holdings The Company has loans receivable from foreign group subsidiaries which are considered as part of the Group’s net investments in those foreign operations (Note 39.3). For these intercompany loans the foreign exchange differences are recognized initially in other comprehensive income and in a separate component of equity. During 2021, the Group has not recognized any foreign exchange loss/ profit (2020: loss €61.936). 18. Tax Expense Continued operations Income and defence tax expense Taxes Discontinued operations (Note 9) Income and defence tax expense Taxes 31 Dec 2021 € (51.824) (51.824) 31 Dec 2020 € (117.656) (117.656) 31 Dec 2021 € (67.328) (67.328) 31 Dec 2020 € (44.387) (44.387) For the year ended 31 December 2021, the corporate income tax rate for the Group’s subsidiaries are as follows: in Ukraine 18%, and in Romania 16%. The corporate tax that is applied to the qualifying income of the Company and its Cypriot subsidiaries is 12,5%. The tax on the Group's results differs from the theoretical amount that would arise using the applicable tax rates as follows: Profit / (loss) before tax Tax calculated on applicable rates Expenses not recognized for tax purposes Tax effect of allowances and income not subject to tax Tax effect on tax losses for the year Tax effect on tax losses brought forward 10% additional tax Overseas tax in excess of credit claim used during the year Tax effect of Group tax relief Defence contribution current year Prior year tax Total Tax 31 Dec 2021 € 31 Dec 2020 € (577.617) (5.588.463) 1.270.289 319.568 (817.941) 390.502 (1.060.938) 4.339 - (919) 14.252 119.152 (177.663) 1.132.008 (844.478) 801.574 (874.138) 20.616 636 (1.322) 13.860 90.950 162.043 CONSOLIDATED FINANCIAL STATEMENTS 2021|63 19. Investment Property 19.1 Investment Property Presentation Investment Property consists of the following assets: Income Producing Assets EOS Business Park consists of 3.386 sqm gross leasable area and includes a Class A office Building in Bucharest, which is currently fully let to Danone Romania until 2025. Innovations Logistics Park is a 16.570 sqm gross leasable area logistics park located in Clinceni in Bucharest, which benefits from being on the Bucharest ring road. Its construction was tenant specific, was completed in 2008 and is separated in four warehouses, two of which offer cold storage (freezing temperature), the total area of which is 6.395 sqm. Innovations Logistics Park was acquired by the Group in May 2014 and is 65% leased at the end of the reporting period. Residential Assets The Company owns a residential portfolio, consisting at the end of the reporting period of 2 villas in GreenLake Residential complex, owned by Moselin Investments Srl. The associate company Green Lake Developments Srl owns 9 more units in the Green Lake Residential complex, classified under associates (Note 21). Land Assets Kiyanovskiy Residence consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, overlooking the scenic Dnipro River, St. Michael’s Spires and historic Podil neighborhood. Tsymlyanskiy Residence is a 0,36 Ha plot of land located in the historic Podil District of Kiev and is destined for the development of a residential complex. As of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as many other cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian insurgence of Ukraine. We remain confident that we will be awarded the lease extension once the war status permits. Rozny Lane is a 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex. It has been registered under the Group pursuant to a legal decision in 2015. GreenLake land is a 40.360 sqm plot and is adjacent to the GreenLake part of the Company’s residential portfolio, which is classified under Investments in Associates (Note 21). It is situated in the northern part of Bucharest on the bank of Grivita Lake in Bucharest. SPDI owns ~44% of these plots, but has effective management control. 19.2 Investment Property Movement during the reporting period The table below presents a reconciliation of the Fair Value movements of the investment property during the reporting period broken down by property and by local currency vs. reporting currency. Carrying amount as at 31/12/2021 Fair Value movements Foreign exchange translation difference (a) Fair value gain/(loss) based on local currency valuations (b) 2.648.773 297.620 (93.835) 1 67.683 (964.178) 971.217 (1.019) 75.740 3.619.991 364.284 (982.273) Land Land Land Discontinued Operations 2021 (€) Asset Name Type Kiyanovskiy Residence Tsymlyanskiy Residence Rozny Lane Total Ukraine Innovations Logistics Park EOS Business Park Residential portfolio GreenLake Kindergarten Total Romania Warehouse 9.700.000 (159.294) (240.706) Office 6.700.000 (107.164) 107.164 Residential Land & Resi Retail - (4.438) 4.438 (277.458) 10.215.000 1.320.000 27.935.000 (197.765) (22.336) (490.997) 452.062 (95.664) 227.294 (2.314.297) (2.591.755) TOTAL 31.554.991 (126.713) (754.979) (2.591.755) Disposals 2021 Asset Value at the Beginning of the period or at Acquisition/Transfer date Transfer to Assets held for sale Additions 2021 Carrying amount as at 31/12/2020 - - - - - - - - - - - - - - - - - - - - - - - 2.444.988 896.496 896.496 4.237.980 10.100.000 6.700.000 124.958 152.500 - - 124.958 12.275.000 1.438.000 30.665.500 124.958 34.903.480 CONSOLIDATED FINANCIAL STATEMENTS 2021|64 19. Investment Property (continued) 19.2 Investment Property Movement during the reporting period (continued) Discontinued Operations 2020 (€) Asset Name Type Carrying amount as at 31/12/2020 Fair Value movements Foreign exchange translation difference (a) Fair value gain/(loss) based on local currency valuations (b) 2.444.988 (704.961) 390.469 896.496 (266.501) 94.811 896.496 - 4.237.980 (971.462) (171.690) 313.590 Land Land Land Warehouse 10.100.000 (194.106) (305.894) Office 6.700.000 (136.749) (863.251) Residential 152.500 (13.835) (1.950) (564.715) Land & Resi Retail 12.275.000 1.438.000 30.665.500 (293.437) (26.785) (664.912) (2.664.980) (1.580.583) 26.785 (3.809.290) - (2.145.298) Kiyanovskiy Residence Tsymlyanskiy Residence Rozny Lane Total Ukraine Innovations Logistics Park EOS Business Park Residential portfolio GreenLake Kindergarten Total Romania Disposals 2020 Asset Value at the Beginning of the period or at Acquisition/Transfer date Transfer to Assets held for sale Additions 2020 Carrying amount as at 31/12/2019 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2.759.480 1.068.186 1.068.186 4.895.852 10.600.000 7.700.000 733.000 16.814.000 1.438.000 37.285.000 42.180.852 TOTAL 34.903.480 (1.636.374) (3.495.700) (2.145.298) The two components comprising the fair value movements are presented in accordance with the requirements of IFRS in the consolidated statement of comprehensive income as follows: a. The translation loss due to the devaluation of local currencies of €126.713 (a) (2020: loss €1.636.374) is presented as part of the exchange difference on translation of foreign operations in other comprehensive income in the statement of comprehensive income and then carried forward in the Foreign currency translation reserve; and, b. The fair value loss in terms of the local functional currencies amounting to €754.979 (b) (2020: loss €3.495.700), is presented as Valuation gains/(losses) from investment properties in the statement of comprehensive income and is carried forward in Accumulated losses. CONSOLIDATED FINANCIAL STATEMENTS 2021|65 19. Investment Property (continued) 19.3 Investment Property Carrying Amount per asset as at the reporting date The table below presents the values of the individual assets as appraised by the appointed valuer as at the reporting date. Asset Name Location Principal Operation Related Companies Carrying amount as at 31 Dec 2021 Continued operations € 31 Dec 2021 Discontinued operations € 31 Dec 2020 31 Dec 2020 Discontinued operations € Continued operations € - - - - - - - - 2.648.773 1 971.217 3.619.991 9.700.000 6.700.000 1.320.000 - - - - - - - - - 2.444.988 896.496 896.496 4.237.980 10.100.000 6.700.000 1.438.000 152.500 - 10.215.000 - 12.275.000 Podil, Kiev City Center Land for residential Development LLC Aisi Ukraine LLC Trade Center Kiyanovskiy Residence Tsymlyanskiy Residence Rozny Lane Total Ukraine Innovations Logistics Park EOS Business Park Kindergarten Podil, Kiev City Center Brovary district, Kiev Clinceni, Bucharest Land for residential Development Land for residential Development Warehouse Bucharest Office building Bucharest Retail Residential Portfolio Bucharest Residential apartments GreenLake Bucharest Residential villas (2 villas) & Land for Residential Development LLC Almaz‑Pres‑Ukraine SC Secure Capital Limited Myrnes Innovations Park Limited Best Day Real Estate Srl Yamano Ltd First Phase srl Yamano Ltd SPDI Real Estate Srl Secure II Ketiza Ltd, Ketiza Srl Edetrio Holdings Limited Emakei Holdings Limited Iuliu Maniu Limited Moselin Investments srl Rimasol Limited Rimasol Real Estate Srl Ashor Ventures Limited Ashor Develpoment Srl Jenby Investments Srl Ebenem Investments Srl Total Romania TOTAL - - 27.935.000 31.554.991 - - 30.665.500 34.903.480 CONSOLIDATED FINANCIAL STATEMENTS 2021|66 19. Investment Property (continued) 19.4 Investment Property analysis a. Investment Properties The following assets are presented under Investment Property: Innovations Logistics park, EOS Business Park, Kindergarten in GreenLake and GreenLake parcel K, as well as all the land assets namely Kiyanovskiy Residence, Tsymlyanskiy Residenceand Rozny Lane in Ukraine, and GreenLake in Romania At 1 January Additions Disposal of Investment Property Revaluation (loss)/gain on investment property Translation difference At 31 December 31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020 Continued operations € Discontinued operations (Note 9) € Continued operations € - - - - - - 34.903.480 124.958 (2.591.755) (754.979) (126.713) 31.554.991 - - - - - - Discontinued operations (Note 9) € 42.180.852 - (2.145.298) (3.495.700) (1.636.374) 34.903.480 Disposals of Investment Properties represent the sales of apartments and parking spaces in Residential Portfolio and villas in GreenLake parcel K. 19.5 Investment Property valuation method presentation In respect of the Fair Value of Investment Properties the following table represents an analysis based on the various valuation methods. The different levels as defined by IFRS have been defined as follows: - - - Level 1 relates to quoted prices (unadjusted) in active and liquid markets for identical assets or liabilities. Level 2 relates to inputs other than quoted prices that are observable for the asset or liability indirectly (that is, derived from prices). Level 2 fair values of investment properties have been derived using the market value approach by comparing the subject asset with similar assets for which price information is available. Under this approach the first step is to consider the prices for transactions of similar assets that have occurred recently in the market. The most significant input into this valuation approach is price per sqm. Level 3 relates to inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). Level 3 valuations have been performed by the external valuer using the income approach (discounted cash flow) due to the lack of similar sales in the local market (unobservable inputs). To derive Fair Values the Group has adopted a combination of income and market approach weighted according to the predominant local market and economic conditions. Fair value measurements at 31 Dec 2021 (€) (Level 1) (Level 2) (Level 3) Total Recurring fair value measurements Tsymlyanskiy Residence – Podil, Kiev City Center Kiyanovskiy Residence – Podil, Kiev City Center Rozny Lane – Brovary district, Kiev oblast Innovations Logistics Park – Bucharest EOS Business Park – Bucharest, City Center GreenLake – Bucharest Kindergarten - Bucharest Totals 1 - 2.648.773 - 971.217 - - - - - - 10.215.000 - - - 13.834.991 - - - 9.700.000 6.700.000 - 1.320.000 17.720.000 1 2.648.773 971.217 9.700.000 6.700.000 10.215.000 1.320.000 31.554.991 CONSOLIDATED FINANCIAL STATEMENTS 2021|67 19. Investment Property (continued) 19.5 Investment Property valuation method presentation (continued) Fair value measurements at 31 Dec 2020 (€) (Level 1) (Level 2) (Level 3) Total Recurring fair value measurements Tsymlyanskiy Residence – Podil, Kiev City Center Kiyanovskiy Residence – Podil, Kiev City Center Rozny Lane – Brovary district, Kiev oblast Innovations Logistics Park – Bucharest EOS Business Park – Bucharest, City Center Residential Portfolio (ex GreenLake) – Bucharest GreenLake – Bucharest Kindergarten - Bucharest Totals 896.496 - 2.444.988 - 896.496 - - - - - 152.500 - - 12.275.000 - - - 16.665.480 - - - 10.100.000 6.700.000 - - 1.438.000 18.238.000 896.496 2.444.988 896.496 10.100.000 6.700.000 152.500 12.275.000 1.438.000 34.903.480 The table below shows yearly adjustments for Level 3 investment property valuations: Level 3 Fair value measurements at 31 Dec 2021 (€) Innovations Logistics Park EOS Business Park Kindergarten Total Opening balance Profit/(loss) on revaluation Translation difference Closing balance 10.100.000 6.700.000 1.438.000 18.238.000 (240.706) (159.294) 9.700.000 107.164 (107.164) 6.700.000 (95.664) (229.206) (22.336) 1.320.000 (288.794) 17.720.000 Level 3 Fair value measurements at 31 Dec 2020 (€) Innovations Logistics Park EOS Business Park Kindergarten Total Opening balance Profit/(loss) on revaluation Translation difference Closing balance 10.600.000 7.700.000 1.438.000 19.738.000 (305.894) (194.106) 10.100.000 (863.251) (136.749) 6.700.000 26.785 (1.142.360) (26.785) 1.438.000 (357.640) 18.238.000 Information about Level 3 Fair Values is presented below: Fair value at 31 Dec 2021 Fair value at 31 Dec 2020 Valuation technique Unobservable inputs Relationship of unobservable inputs to fair value € € 9.700.000 10.100.000 € Income approach € Future rental income and costs for 10 years, discount rate € The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value Innovations Logistics Park – Bucharest EOS Business Park – Bucharest, City Center 6.700.000 6.700.000 Income approach Kindergarten 1.320.000 1.438.000 Income approach Total 17.720.000 18.238.000 Future rental income and costs for 10 years, discount rate The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value Future rental income and costs of discount rate, vacancy rate The higher the rental income the higher the fair value. The higher the discount rate and the vacancy rate, the lower fair value CONSOLIDATED FINANCIAL STATEMENTS 2021|68 20. Investment Property Acquisitions, Goodwill Movement and Disposals On 7 December 2021, the Company proceeded to the sale of Victini Holdings Limited to a 3rd party. Before the sale, Victini Holdings Limited declared dividends of €175.500 for all previous financial years. The subsidiary company was idle since December 2019 when its own Greek subsidiary which held the warehouse in Greece was sold. 21. Investments in associates 31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020 Continued operations € Discontinued operations € Continued operations € Discontinued operations € Cost of investment in associates at the beginning of the period Share of profits /(losses) from associates (Note 9) Dividend Income Foreign exchange difference Total - - - - - 5.071.656 344.746 (198.137) 258.311 5.476.576 - - - - - 5.380.021 (179.775) (242.403) 113.813 5.071.656 Dividend Income reflects dividends received from Delenco Srl, owner of the Delea Nuova building, where the Group maintains a 24,35% participation. The share of profit from the associate GreenLake Development Srl was limited up to the interest of the Group in the associate. As at 31 December 2021, the Group’s interests in its associates and their summarised financial information, including total assets at fair value, total liabilities, revenues and profit or loss, were as follows: Project Name Delea Nuova Project GreenLake Project – Phase A Total Associates Total assets Total liabilities Profit/ (loss) Holding Country Asset type Share of profits from associates € € € % € Lelar Holdings Limited and S.C. Delenco Construct Srl GreenLake Development Srl 22.927.561 (440.187) 1.415.561 24,35 344.746 Romania 5.447.484 (7.752.870) 1.503.720 40,35 - Romania 28.375.045 (8.193.057) 2.919.281 344.746 Office building Residential assets As at 31 December 2020, the Group’s interests in its associates and their summarised financial information, including total assets at fair value, total liabilities, revenues and profit or loss, were as follows: Project Name Delea Nuova Project GreenLake Project – Phase A Total Associates Total assets Total liabilities Profit/ (loss) Holding Country Asset type Share of profits from associates € € € % € Lelar Holdings Limited and S.C. Delenco Construct Srl GreenLake Development Srl 21.926.174 (1.101.439) (738.176) 24,35 (179.775) Romania 5.420.444 (9.455.683) (2.344.699) 40,35 - Romania 27.346.618 (10.557.122) (3.082.875) (179.775) Office building Residential assets CONSOLIDATED FINANCIAL STATEMENTS 2021|69 22. Financial Assets at FV through OCI The Group proceeded with an impairment of €297.200 for Monaco Towers (company SecMon Real Estate Srl) in 2018 for which following the court decision for entering into insolvency in January 2018, the Company lost the control over the asset and as such it was reclassified as Financial assets at fair value through OCI as per table below (where the fair value of the property was adjusted at 80% of its value) and maintained as such until 2020. However, during 2021 the SPV exited insolvency status successfully by repaying back its loan and following the relevant Court procedures, the Group re-gained full control and as a result SecMon Real Estate Srl is included in current consolidation. Discontinued operations (Note 9) ASSETS Non-current assets Investment property Current assets Prepayments and other current assets Cash and cash equivalents Total assets Current liabilities Borrowings Other liabilities Intercompany loans Total liabilities Total Net equity Add back Intercompany loans Total Net equity (excluding IC) Financial Asset at fair value through OCI 23. Tangible and intangible assets Unadjusted € 2020 Adjusted € 1.486.000 1.188.800 20.447 10.321 1.516.768 20.447 10.321 1.219.568 (1.075.176) (19.433) (1.845.700) (2.940.309) (1.423.541) 1.845.700 422.159 (1.075.176) (19.433) (124.958) (1.219.567) 1 - 1 1 As at 31 December 2021 the intangible assets were composed of the capitalized expenditure on the Enterprise Resource Planning system (Microsoft Dynamics-Navision) in the amount of €103.193 (2020: €103.193) which is under continued operations. Accumulated amortization as at the reporting date amounts to €103.193 (2020: €103.193) and therefore net value amounts to €0 (2020: €0). As at 31 December 2021 the tangible non-current assets under continued operations were comprised mainly by electronic equipment (mobiles, computers etc.) of a net value of €1.628 (2020: €2.859). As at 31 December 2021 the tangible non-current assets under discontinued operations mainly consisted of the machinery and equipment used for servicing the Group's investment properties in Ukraine and Romania amount to €81.144 (2020: €77.978). Accumulated depreciation as at the reporting date amounts to €69.156 (2020: €65.621). 24. Long Term Receivables and prepayments Long Term Receivables Total 31 Dec 2021 Continued operations 31 Dec 2021 Discontinued operations 31 Dec 2020 Continued operations 31 Dec 2020 Discontinued operations € 824 824 € 333.263 333.263 € 836 836 € 315.000 315.000 Long term receivables mainly include the cash collateral existing in favor of Piraeus Leasing in relation to Innovations asset. CONSOLIDATED FINANCIAL STATEMENTS 2021|70 25. Prepayments and other current assets Trade and other receivables VAT and other tax receivables Deferred expenses Receivables due from related parties Loan receivables from 3rd parties Loan to associates (Note 39.4) Allowance for impairment of prepayments and other current assets Total 31 Dec 2021 Continued operations 31 Dec 2021 Discontinued operations 31 Dec 2020 Continued operations 31 Dec 2020 Discontinued operations € 498.869 199.808 - 44.084 3.825.949 9.351 € 576.656 127.550 433 516.631 - 310.966 € 307.549 239.191 - 45.077 6.365.654 9.026 € 487.185 105.348 1.095 10.783 124.958 301.600 (67.680) 4.510.381 (292.208) 1.240.028 (86.421) 6.880.076 (282.842) 748.127 Trade and other receivables mainly include receivables from tenants and prepayments made for services. The increase during the year is due to increased receivables from tenants which have been recovered during 2022, as well as increased accrual prepayment entry for the D&O insurance. VAT receivable represent VAT which is refundable in Romania, Cyprus and Ukraine. Deferred expenses include legal, advisory, consulting and marketing expenses related to ongoing share capital increase and due diligence expenses related to the possible acquisition of investment properties. Receivables due from related parties represent all kind of receivables from related parties of the Group. Relevant increase represents the amount paid by Moselin Investments Srl during 2021 for the re-payment of associate’s GreenLake Srl bank loan, given that the former is a guarantor to the loan agreement. Loan receivables from 3rd parties include an amount of €3.825.949 (2020: € 4.580.000) provided as an advance payment for acquiring a participation in an investment property portfolio (Olympians portfolio) in Romania less accumulated expected credit loss of €54.256. The accrued interest was fully repaid during the year (2020: unpaid accrued interest of €1.071.271). The loan provided initially with a convertibility option which was not exercised. According to the last addendum the loan has certain one-off and monthly payments for a period until 30 June 2022. The loan is bearing a fixed interest rate of 10% and the Company is in the process of getting agreed security in the form of pledge of shares following the relevant process provided in the initial Loan Agreement. Loan receivable from 3rd parties under discontinued operations included in 2020 a loan receivable from SecMon Real Estate Srl which since January 2018 was classified as Financial Asset at Fair value through OCI (Note 22). However, during 2021 the SPV exited insolvency status successfully by repaying back its loan and following the relevant Court procedures, the Group re-gained full control and as a result SecMon Real Estate Srl is included in current consolidation. Loan to associates reflects a loan receivable from GreenLake Development Srl, holding company of GreenLake Project-Phase A (Notes 21 and 39.4). 26. Financial Assets at FV through P&L The table below presents the analysis of the balance of Financial Assets at FV through P&L in relation to the continued operations of the Company: Arcona shares Transfer from receivables FV change in Arcona shares Arcona shares at reporting date Warrants over Arcona shares Transfer from receivables FV change in warrants Arcona warrants at reporting date Total Financial Assets at FV FV change in Arcona shares FV change in warrants 31 Dec 2021 € 6.783.642 - 546.503 7.330.145 31 Dec 2020 € 3.549.453 4.030.234 (796.045) 6.783.642 3.602 - 136.975 140.577 32.190 1 (28.589) 3.602 7.470.722 6.787.244 546.503 136.975 (796.045) (28.589) Fair Value loss on Financial Assets at FV through P&L 683.478 (824.634) CONSOLIDATED FINANCIAL STATEMENTS 2021|71 26. Financial Assets at FV through P&L (continued) The Company received during 2019, 277.943 Arcona shares as part of the disposal of Aisi Bella LLC, the owner company of Bella and Balabino assets in Ukraine, to Arcona Property Fund N.V. Moreover, the Company received during 2020, 315.591 Arcona shares as part of the disposal of Boyana in Sofia, and therefore a relevant transfer from receivables account took place. At the end of the reporting period the shares revalued at their fair value based on the NAV per share of Arcona at the same date, and as a result a relevant fair value gain of €546.503 (2020: loss €796.045) is recognized. On top of the aforementioned shares, the Company received for the sale of Bella and Balabino assets, 67.063 warrants over shares in Arcona for a consideration of EUR 1, and 77.021 warrants over Arcona shares for the sale of Boyana for a consideration of EUR 1. The warrants are exercisable upon the volume weighted average price of Arcona shares traded on a regulated market at EUR 8,10 or higher. At year end, the warrants are re-valued to fair value and as a result a relevant gain of €136.975 (2020: loss €28.589) is recognized. The terms and assumptions used for such warrant re-valuation are: • • • • • • Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 7,5 per share Strike price of the warrants: EUR 8,10 per share Expiration date: 1 November 2024 Standard deviation of stock price: 23,06% Annualized dividend yield on shares: 0% 5 year Government Bond rate (weighted average rate of Government Bonds of countries that Arcona is exposed): 2,484% 27. Cash and cash equivalents Cash and cash equivalents represent liquidity held at banks. Cash with banks in USD Cash with banks in EUR Cash with banks in UAH Cash with banks in RON Cash with banks in GBP Total 28. Share capital Number of Shares during 2021 and 2020 Authorised Ordinary shares of €0,01 Total ordinary shares RCP Class A Shares of €0,01 RCP Class B Shares of €0,01 Total redeemable shares Issued and fully paid Ordinary shares of €0,01 Total ordinary shares Total Nominal value (€) for 2021 and 2020 € Authorised Ordinary shares of €0,01 Total ordinary shares RCP Class A Shares of €0,01 RCP Class B Shares of €0,01 Total redeemable shares Issued and fully paid Ordinary shares of €0,01 Total ordinary shares Total 31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020 Continued operations Discontinued operations Continued operations Discontinued operations € 15.778 2.081.700 84 62.841 173 2.160.576 € - 7.872 1.826 384.972 - 394.670 € 15.755 33.234 6 79.577 1.287 129.859 € - 216.224 418 524.146 - 740.788 31 December 2020 31 December 2021 989.869.935 989.869.935 - 8.618.997 8.618.997 989.869.935 989.869.935 - 8.618.997 8.618.997 129.191.442 129.191.442 129.191.442 129.191.442 129.191.442 129.191.442 31 December 2020 31 December 2020 9.898.699 9.898.699 - 86.190 86.190 1.291.281 1.291.281 1.291.281 9.898.699 9.898.699 - 86.190 86.190 1.291.281 1.291.281 1.291.281 CONSOLIDATED FINANCIAL STATEMENTS 2021|72 28. Share capital (contined) 28.1 Authorised share capital The authorised share capital of the Company as at the date of issuance of this report is as follows: a) 989.869.935 Ordinary Shares of €0,01 nominal value each, b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3). 28.2 Issued Share Capital As at the end of 2021, the issued share capital of the Company was as follows: a) 129.191.442 Ordinary Shares of €0,01 nominal value each, b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each, cancelled during 2018 as per the Annual General Meeting decision of 29 December 2017 (Note 28.3), c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each. In respect of the Redeemable Preference Class B Shares, issued in connection to the acquisition of Craiova Praktiker, following the holders of such shares notifying the Company of their intent to redeem within 2016, the Company: - for the Redeemable Preference Class B Shares, in lieu of redemption the Company gave its 20% holding in Autounion (Note 28.3) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. and final settlement for any resulting difference is expected to be provided by Cypriot Courts (Note 40.3). As soon as the case is settled, the Company will proceed with the cancellation of the Redeemable Preference Class B Shares. On 24th December 2019 the Company proceeded with the issue of 1.920.961 new Ordinary Shares as follows: i. ii. iii. iv. 1.219.000 new Ordinary Shares to certain advisors, directors and executives of the Company involved in the closing of the Stage I of the Arcona Transaction by means of settling relevant Company’s liabilities. 437.676 new Ordinary Shares to directors of the Company in lieu of H1 2019 and before H2 2016 fees. 200.000 new Ordinary Shares to certain advisor in lieu of cash fees for financial advisory services rendered in 2019. 64.285 new Ordinary Shares to certain executive of the Company in lieu of cash fees for services rendered in 2018. Following shares issuance completed within 2019, the issued share capital of the Company as at the date of issuance of this report is as follows: a) 129.191.442 Ordinary Shares of €0,01 nominal value each, b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3). 28.3 Capital Structure as at the end of the reporting period As at the reporting date the Company's share capital is as follows: Number of Ordinary shares of €0,01 Total number of Shares Total number of Shares Options Redeemable Preference Class B Shares Issued and Listed on AIM Non-Dilutive Basis Full Dilutive Basis - (as at) 31 December 2021 129.191.442 129.191.442 129.191.442 - (as at) 31 December 2020 129.191.442 129.191.442 129.191.442 - The Redeemable Preference Class B Shares, issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. as part of the Praktiker Craiova asset acquisition do not have voting rights but have economic rights at par with ordinary shares. As at the reporting date all of the Redeemable Preference Class B Shares have been redeemed but the Company is in legal proceedings with the vendor in respect of a final settlement (Notes 33, 40.3). CONSOLIDATED FINANCIAL STATEMENTS 2021|73 29. Foreign Currency Translation Reserve Exchange differences relate to the translation from the functional currency to EUR of Group’s subsidiaries’ accounts and are recognized by entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against EUR in the countries where Company’s subsidiaries’ functional currencies are not EUR. The Company had €64.299 gain on foreign exchange losses/gains on translation due to presentation currency for 2021, in comparison to €1.392.155 relevant losses in 2020. 30. Non-Controlling Interests Non-controlling interests represent the percentage participations in the respective entities not owned by the Group: % Group Company LLC Almaz-Press-Ukraine Ketiza Holdings Limited Ketiza Real Estate Srl Ram Real Estate Management Limited Iuliu Maniu Limited Moselin Investments Srl Rimasol Enterprises Limited Rimasol Real Estate Srl Ashor Ventures Limited Ashor Development Srl Jenby Ventures Limited Jenby Investments Srl Ebenem Limited Ebenem Investments Srl SPDI Real Estate Srl 31. Borrowings Non-controlling interest portion 31 Dec 2021 45,00 10,00 10,00 50,00 55,00 55,00 29,44 29,44 55,76 55,76 55,70 55,70 55,70 55,70 50,00 31 Dec 2020 45,00 10,00 10,00 50,00 55,00 55,00 55,76 55,76 55,76 55,76 55,70 55,70 55,70 55,70 50,00 Principal of bank Loans Bancpost SA Piraeus Bank SA Bancpost SA Patria bank Loans from other 3rd parties and related parties (Note 39.5) Overdrafts Total principal of bank and non-bank Loans Interest accrued on bank loans Interests accrued on non-bank loans Total Current portion Non-current portion Total Project 31 Dec 2021 Continued operations € 31 Dec 2021 Discontinued operations € 31 Dec 2020 Continued operations € 31 Dec 2020 Discontinued operations € GreenLake – Parcel K GreenLake-Phase 2 Kindergarten – SPDI RE First Phase - - - - - 2.525.938 510.188 3.500.000 - - - - 1.587.128 - 183.140 1.048 2.061.514 - 1.901.094 2.525.938 670.293 - 235.191 853 1.587.128 - 6.720.314 1.251.191 2.061.514 - 5.333.369 952.321 116.438 1.703.566 51.394 8.022.899 88.863 2.150.377 38.771 6.324.461 31 Dec 2021 Continued operations € 1.577.500 126.066 1.703.566 31 Dec 2021 Discontinued operations € 3.787.614 4.235.285 8.022.899 31 Dec 2020 Continued operations € 31 Dec 2020 Discontinued operations € 2.054.400 95.977 2.150.377 3.510.366 2.814.095 6.324.461 CONSOLIDATED FINANCIAL STATEMENTS 2021|74 31. Borrowings (continued) Continued Operations Loans from other 3rd parties and related parties under continued operations include among others: Α) Loans from 3 Directors of €375k provided as bridge financing for future property acquisitions. The loans bear interest 8% annually and are repayable on 31 August 2021 (Note 39.5). B) Safe Growth Investments, a third party company, provided a loan of €1m to the Company in November 2020 to be used for general working capital purposes. The loan bears interest of 5,35% per annum and was fully repaid April 2022. Discontinued Operations Ketiza Real Estate Srl entered in 2012 into a loan agreement with Bancpost SA for a credit facility for financing the acquisition of the Blooming House and 100% of the remaining (without VAT) construction works of Blooming House project. The loan was fully repaid 2 June 2020. The loan had borne interest of EURIBOR 3M plus 3,5% and had secured by all assets of Ketiza Real Estate Srl, as well as its shares and is being repaid through sales proceeds. SecRom Real Estate Srl entered (2009) into a loan agreement with Alpha Bank Romania for a credit facility for financing part of the acquisition of the Doamna Ghica Project apartments. During 2018, SecRom Real Estate Srl was merged with N-E Real Estate Park First Phase Srl as a result the loan was transferred to N-E Real Estate Park First Phase Srl. The the loan was fully repaid 29 December 2020. The loan had borne interest of EURIBOR 1M+4.25% and was repayable on the basis of investment property sales. Moselin Investments Srl entered in 2010 into a construction loan agreement with Bancpost SA covering the construction works of Parcel K GreenLake project.The loan was fully repaid on 25 November 2021 through sale proceeds. The loan borne interest of EURIBOR 3M plus 2,5%, secured with the property itself and the shares of Moselin Investments Srl. Sertland Properties Limited entered in 2008 into a loan agreement with Alpha Bank Bulgaria for an acquisition loan related to the acquisition of Boyana Residence ood. On 29 July 2020 the loan was transferred to Arcona as part of the transaction for the sale of Boyana Residence ood in Bulgaria. SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank for the acquisition of the GreenLake land in Bucharest Romania. As at the end of the reporting period the balance of the loan was €2.525.938 plus accrued interest €1.220.857 and bears interest of EURIBOR 3M plus 5% plus the Greek law 128/75 0,6% contribution. During September 2019, the company received a termination notice from Piraeus Bank and a payment order from court in relation to this loan, and currently relevant discussions with the Bank are taking place for a mutual agreed solution. N-E Real Estate Park First Phase Srl entered in 2016 into a loan agreement with Alpha Bank Romania for a credit facility of €1.000.000 for working capital purposes. During 2020 the balance of the loan was fully repaid. The loan borne interest of EURIBOR 1M+4,5% and was repayable from the free cash flow resulting from the rental income of company’s property, secured by a second rank mortgage over assets of SecRom Real Estate Srl, which has been absorbed by First Phase, as well as its shares. N-E Real Estate Park First Phase Srl entered in December 2021 into a loan agreement with Patria Bank for a credit facility of €3.500.000 used to refinance the Leasing Contract with Alpha Leasing and to repay some of shareholders loans. As at the end of the reporting period the balance of the loan was €3.500.000 and bears interest of EURIBOR 3M plus 3,5%. The repayment is done in monthly installments of principal plus interest. A collateral deposit of €265.000 will be made in monthly installments of €5.000, during the period January 2022 – May 2026. The loan has the maturity date in December 2031 and was secured by a first rank mortgage over EOS building and mortgage over the company’s bank accounts and receivables. SPDI Real Estate Srl (Kindergarten) has a loan agreement with Bancpost SA Romania. As at the end of the reporting period the balance of the loan was €510.188 and bears interest of Euribor 3m plus 4,6% per annum. The loan is repayable by 2027. Loans from other 3rd parties and related parties under discontinued operations includes borrowings from non-controlling interest parties. During the last nine years and in order to support the GreenLake project the non-controlling shareholders of Moselin Investments Srl and SPDI Real Estate SRL (other than the Group) have contributed their share of capital injections by means of shareholder loans. The loans bear interest 4% annually. 32. Bonds The Company in order to acquire up to a 50% interest in a portfolio of fully let logistics properties in Romania, the Olympians Portfolio, issued a financial instrument, 35% of which consists of a convertible bond and 65% of which is made up of a warrant. The convertible loan element of the instrument which was in the value of €1.033.842 bears a 6,5% coupon, has a 7 year term and is convertible into ordinary shares of the Company at the option of the holder at 25p. starting from 1 January 2018. CONSOLIDATED FINANCIAL STATEMENTS 2021|75 33. Trade and other payables The fair value of trade and other payables due within one year approximate their carrying amounts as presented below. Payables to third parties Payables to related parties (Note 39.2) Deferred income from tenants Accruals Pre-sale advances (Advances received for sale of properties) Total Current portion Non-current portion Total 31 Dec 2021 Continued operations € 3.256.166 929.142 - 87.735 31 Dec 2021 Discontinued operations € 564.810 218.359 7.839 206.384 31 Dec 2020 Continued operations € 3.243.465 582.829 - 101.112 31 Dec 2020 Discontinued operations € 644.889 196.233 7.965 21.385 123.080 4.396.123 - 997.392 109.556 4.036.962 - 870.472 31 Dec 2021 Continued operations € 4.396.123 - 4.396.123 31 Dec 2021 Discontinued operations € 989.553 7.839 997.392 31 Dec 2020 Continued operations € 4.036.962 - 4.036.962 31 Dec 2020 Discontinued operations € 862.507 7.965 870.472 Payables to third parties represents: a) payables due to Bluehouse Capital (under continued operations) as a result of the Redeemable Convertible Class B share redemption (Note 28.3) which is under legal proceedings for a final settlement (Note 40.3) , b) amounts payable to various service providers including auditors, legal advisors, consultants and third party accountants related to the current operations of the Group, and c) guarantee amounts collected from tenants. Payables to related parties under continued operations represent amounts due to directors and accrued management remuneration (Note 39.2). Relevant increase came mainly by posting in 2021 previous periods’ directors fees. Payables to related parties under discontinued operations represent payables to non-contolling intetest shareholders. Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities charges. Accruals mainly include the accrued, administration fees, accounting fees, facility management and other fees payable to third parties. Relevant increase in discontinued operations represent the allocation made on security and utilities expenses in Green Lake complex between Moselin Investments Srl and GreenLake Srl (associate). Pre-sale advances reflect the advance received in relation to Kiyanovskiy Residence pre-sale agreement, which upon non closing of the said sale, part of which will be returned to the prospective buyer. 34. Deposits from Tenants Deposits from tenants non-current Total 31 Dec 2021 Continued operations € 31 Dec 2021 Discontinued operations € 31 Dec 2020 Continued operations € 31 Dec 2020 Discontinued operations € - - 64.231 64.231 - - 64.231 64.231 Deposits from tenants appearing under non-current liabilities include the amounts received from the tenants of Innovations Logistics Park, EOS Business Park and companies representing residential segment as advances/guarantees and are to be reimbursed to these clients at the expiration of the lease agreements. CONSOLIDATED FINANCIAL STATEMENTS 2021|76 35. Taxation Corporate income tax – non current Defence tax – non current Tax provision – non current Non- current Corporate income tax - current Other taxes including VAT payable - current Provisions – current Current Total Provisions and Taxes Payables 31 Dec 2021 Continued operations € 200.295 27.385 399.450 627.130 127.528 128.909 - 256.437 883.567 31 Dec 2021 Discontinued operations € 52.221 - - 52.221 9.085 182.004 - 191.089 243.310 31 Dec 2020 Continued operations € 237.521 26.091 399.450 663.062 449.844 163.972 6.549 620.365 1.283.427 31 Dec 2020 Discontinued operations € 30.374 15 - 30.389 58.960 165.521 22.405 246.886 277.275 Corporate income tax represents taxes payable in Cyprus and Romania. Other taxes represent local property taxes and VAT payable in Romania. Corporate income tax current amount represents the part of the settlement plan agreed with the Cyprus tax authorities up to 2022. 36. Finance Lease Liabilities As at the reporting date the finance lease liabilities consist of the non-current portion of €6.234.852 and the current portion of €280.995 (31 December 2020: €9.235.266 and €456.763, accordingly). Discontinued operations 31 Dec 2021 Less than one year Between two and five years More than five years Accrued Interest Total Finance Lease Liabilities (Note 9d) 31 Dec 2020 Less than one year Between two and five years More than five years Accrued Interest Total Finance Lease Liabilities (Note 9d) 36.1 Land Plots Financial Leasing Note 42.2 & 42.6 Note 42.2 & 42.6 Minimum lease payments € 582.862 7.144.878 33.844 Minimum lease payments € 917.759 5.265.225 5.506.778 11.689.762 Interest Principal € 301.868 934.758 11.813 € 280.994 6.210.120 22.031 6.513.145 2.702 6.515.847 Interest Principal € 455.241 1.414.550 209.027 2.078.818 € 462.518 3.850.675 5.297.751 9.610.944 81.085 9.692.029 The Group holds land plots in Ukraine under leasehold agreements which in terms of the accounts are classified as finance leases. Lease obligations are denominated in UAH. The fair value of lease obligations approximate to their carrying amounts as included above. Following the appropriate discounting, finance lease liabilities are carried at €34.210 under current and non-current portion. The Group's obligations under finance leases are secured by the lessor's title to the leased assets. Regarding Tsymlyanskiy, as of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as too many other cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian insurgence of Ukraine. We remain confident that we will be awarded the lease extension once the war status permits, and we continue calculate relevant future lease obligations. CONSOLIDATED FINANCIAL STATEMENTS 2021|77 36. Finance Lease Liabilities (continued) 36.2 Sale and Lease Back Agreements A. Innovations Logistics Park In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Real Estate Srl, through a sale and lease back agreement with Piraeus Leasing Romania SA. As at the end of the reporting period the balance is €6.481.637 (2020: €6.707.475) , bearing interest rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches until 2026 with a balloon payment of €5.244.926. At the maturity of the lease agreement and upon payment of the balloon Best Day Real Estate Srl will become owner of the asset. Under the current finance lease agreement the collaterals for the facility are as follows: 1. Best Day Real Estate Srl pledged its future receivables from its tenants. 2. Best Day Real Estate Srl pledged its shares. 3. Best Day Real Estate Srl pledged all current and reserved accounts opened in Piraeus Leasing, Romania. 4. Best Day Real Estate Srl was obliged to provide cash collateral in the amount of €250.000 in Piraeus Leasing Romania, which had been deposited as follows, half in May 2014 and half in May 2015. SPDI provided a corporate guarantee in favor of the Leasing company related to the liabilities of Best Day Real Estate Srl arising from the sale and lease back agreement. B. EOS Business Park In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by the SPV N-E Real Estate Park First Phase Srl, through a sale and lease back agreement with Alpha Bank Romania SA. During December 2021 the SPV re-paid fully the leasing facility (2020 balance: € 2.953.273) and acquired the property, through a new loan from Patria Bank. The facility borne interest at the rate of 3M Euribor plus 5,25% margin. 37. Earnings and net assets per share attributable to equity holders of the parent a. Weighted average number of ordinary shares Issued ordinary shares capital Weighted average number of ordinary shares (Basic) Diluted weighted average number of ordinary shares b. Basic diluted and adjusted earnings per share Earnings per share Profit/(Loss) after tax attributable to owners of the parent Basic Diluted c. Basic diluted and adjusted earnings per share from discontinued operations Earnings per share Loss after tax from discontinued operations attributable to owners of the parent Basic Diluted d. Net assets per share Net assets per share Net assets attributable to equity holders of the parent Number of ordinary shares Diluted number of ordinary shares Basic Diluted 31 Dec 2021 31 Dec 2020 129.128.442 129.128.442 129.128.442 129.191.442 129.191.442 129.191.442 31 Dec 2021 31 Dec 2020 € (184.405) 0,00 0,00 € (1.487.914) (0,03) (0,03) 31 Dec 2021 31 Dec 2020 € (659.215) (0,00) (0,00) € (2.851.952) (0,02) (0,02) 31 Dec 2021 € 31 Dec 2020 € 23.253.524 129.191.442 129.191.442 0,18 0,18 23.712.973 129.191.442 129.191.442 0,18 0,18 CONSOLIDATED FINANCIAL STATEMENTS 2021|78 38. Segment information All commercial and financial information related to the properties held directly or indirectly by the Group is being provided to members of executive management who report to the Board of Directors. Such information relates to rentals, valuations, income, costs and capital expenditures. The individual properties are aggregated into segments based on the economic nature of the property. For the reporting period the Group has identified the following material reportable segments: Commercial-Industrial Warehouse segment –Innovations Logistics Park Office segment - Eos Business Park – Delea Nuova (Associate) Retail segment - Kindergarten of GreenLake Residential Residential segment Land Assets Land assets There are no sales between the segments. Segment assets for the investment properties segments represent investment property (including investment properties under development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings, finance lease liabilities and deposits from tenants. Continued Operations Profit and Loss for the year 2021 Segment profit Rental income (Note 10) Service charges and utilities income (Note 10) Property Management income (Note 10) Impairment of financial investments (Note 26) Gain on disposal of subsidiaries Profit from discontinued operation (Note 9b) Segment profit Administration expenses (Note 12) Other (expenses)/income, net (Note 15) Finance income (Note 16) Interest expenses (Note 16) Other finance costs (Note 16) Profit from discontinued operations (Note 9b) Foreign exchange losses, net (Note 17a) Income tax expense (Note 18) Exchange difference on I/C loan to foreign holdings (Note 17b) Total Comprehensive Income Warehouse € Office € Retail Residential Land Plots € € € Corporate € Total € - - - - - - - - - - - - - - - - - - - - - - - - - 633.427 633.427 232.870 232.870 180.840 180.840 683.478 683.478 748 748 (214.232) (214.232) 1.061.290 1.061.290 5.439 5.439 271.406 271.406 (488.324) (488.324) (215.549) 1.515.814 420.030 2.151.393 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (1.798.293) 69.643 489.072 (184.601) (5.808) (1.301.204) (65.147) (51.824) 64.299 (632.470) CONSOLIDATED FINANCIAL STATEMENTS 2021|79 38. Segment information (continued) Continued Operations Profit and Loss for the year 2020 Segment profit Rental income (Note 10) Service charges and utilities income (Note 10) Property Management income (Note 10) Impairment of financial investments (Note 26) Profit from discontinued operation (Note 9b) Segment profit Administration expenses (Note 12) Other (expenses)/income, net (Note 15) Finance income (Note 16) Interest expenses (Note 16) Other finance costs (Note 16) Profit from discontinued operations (Note 9b) Foreign exchange losses, net (Note 17a) Income tax expense (Note 18) Exchange difference on I/C loan to foreign holdings (Note 17b) Exchange difference on translation foreign holdings (Note 29) Total Comprehensive Income Warehouse € Office € Retail € Residential Land Plots € € Corporate € Total € - - - - - - - - - - - - - - - - - - - 583.683 583.683 192.017 192.017 20.000 20.000 (796.045) (28.589) (824.634) (158.082) (158.082) (419.148) (419.148) 145.586 145.586 30.200 30.200 (2.243.899) (3.039.944) (177.448) 589.663 (2.822.791) (2.851.725) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (1.701.180) 191.222 503.527 (208.809) (65.942) (1.439.801) (60.142) (117.656) (61.936) (1.392.155) 7.204.597 * It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park (Romania) is currently invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender, however the asset, through the SPV, is planned to be transferred as part of the transaction with Arcona Property Fund N.V. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred. CONSOLIDATED FINANCIAL STATEMENTS 2021|80 38. Segment information (continued) Discontinued Operations Profit and Loss for the year 2021 Warehouse Office Retail Residential Land Plots Corporate Total Segment profit Property Sales income (Note 14.1) Cost of Property sold (Note 14.1) Rental income (Note 10) Service charges and utilities income (Note 10) Valuation gains/(losses) from investment property (Note 13) Share of profits/(losses) from associates (Note 21) Asset operating expenses (Note 11) Segment profit Administration expenses (Note 12) Other (expenses)/income, net (Note 15) Dividends income Finance income (Note 16) Interest expenses (Note 16) Other finance costs (Note 16) Foreign exchange losses, net (Note 17a) Income tax expense (Note 18) Exchange difference on translation foreign holdings (Note 29) Loss for the year € € € € € € € - - - 542.297 2.703.025 - 133.253 16.064 - 652.998 - 119.936 (277.457) 4.277 (2.314.297) 6.033 - - 6.608 550 (240.706) 107.164 (95.664) 4.438 (530.211) - 344.746 - - - - - - - - - (122.843) (214.232) (43.618) 1.061.290 (18.833) 5.439 (8.757) 271.406 (353.424) (488.324) (215.549) (215.549) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3.245.322 (2.591.754) 916.497 23.222 (754.979) 344.746 (763.024) 420.030 (289.086) (12.510) 175.500 9.366 (797.856) (65.624) (253.666) (67.328) 64.299 (816.875) CONSOLIDATED FINANCIAL STATEMENTS 2021|81 38. Segment information (continued ) Discontinued Operations Profit and Loss for the year 2020 Warehouse Office Retail Residential Land Plots Corporate Total € € € € € € € - - - 594.991 1.832.193 - 228.820 - 648.499 - 122.928 (564.715) 8.047 (1.580.583) - 27.812 942 - 2.310 - - 1.988 - - - (305.894) (862.021) 26.785 (3.179) (2.351.391) - (179.775) - - - - - - - - - - 2.427.184 (2.145.298) 1.008.294 31.064 1.988 (3.495.700) (179.775) (108.820) (158.082) (26.793) (419.148) (4.127) 147.574 (9.242) 28.212 (144.118) (2.243.899) (177.448) (177.448) (470.548) (2.822.791) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (217.988) 3.058 9.392 (863.013) (7.938) (318.925) (44.387) (4.262.592) Segment profit Property Sales income (Note 14.1) Cost of Property sold (Note 14.1) Rental income (Note 10) Service charges and utilities income (Note 10) Service and Property Management income (Note 10) Valuation gains/(losses) from investment property (Note 13) Share of profits/(losses) from associates (Note 21) Asset operating expenses (Note 11) Segment profit Administration expenses (Note 12) Other (expenses)/income, net (Note 15) Finance income (Note 16) Interest expenses (Note 16) Other finance costs (Note 16) Foreign exchange losses, net (Note 17a) Income tax expense (Note 18) Loss for the year Total Operations Balance Sheet as at 31 December 2021 Warehouse € Office € Retail € Residential € Land plots € Corporate Total € Assets Long-term receivables and prepayments Financial Assets at FV through P&L Assets held for sale Segment assets Tangible and intangible assets Prepayments and other current assets Cash and cash equivalents Total assets Liabilities associated with assets classified as held for disposal Borrowings Segment liabilities Trade and other payables Taxation Bonds Total liabilities - - - - - 823 823 - 10.015.000 - 12.176.575 10.015.000 12.176.575 - 1.338.263 1.338.263 - - - - - - - - - - - - 6.545.868 - 6.545.868 - - - - 3.504.083 - 3.504.083 - - - - 696.741 - 696.741 - - - - - 12.939.514 7.470.723 - - 39.011.515 - 12.939.514 10.013.709 46.483.061 7.470.723 2.542.163 - - - - - - - - - - - - - - - 1.628 - 4.510.381 2.160.577 - - 53.155.647 3.856.285 - 3.856.285 - - - - 1.240.702 1.703.566 15.843.679 1.703.566 2.944.268 17.547.245 4.396.123 - 883.567 - - 1.327.056 - 24.153.991 CONSOLIDATED FINANCIAL STATEMENTS 2021|82 38. Segment information (continued) Total Operations Balance Sheet as at 31 December 2020 Warehouse € Office € Retail € Residential € Land plots Corporate € Total € Assets Long-term receivables and prepayments Financial Assets at FV through P&L Assets held for sale Segment assets Tangible and intangible assets Prepayments and other current assets Cash and cash equivalents Total assets Liabilities associated with assets classified as held for disposal Borrowings Segment liabilities Trade and other payables Taxation Bonds Total liabilities Discontinued operations - - - - - 836 836 - 10.415.000 - 11.771.656 10.415.000 11.771.656 - 1.438.000 1.438.000 - 152.501 6.787.244 - 2.569.458 15.444.794 152.501 15.444.794 9.357.538 6.787.244 41.791.409 48.579.489 - - - - - - - - - - - - - 6.771.706 6.771.706 - - - - - 2.953.643 2.953.643 - - - - - 873.108 873.108 - - - - - - - - - - - - - - - - - - - - - - - - 5.482.264 2.150.377 1.147.747 5.482.264 3.298.124 - - - - - - - - 2.859 6.880.076 129.859 55.592.283 2.150.377 17.228.468 19.378.845 4.036.962 1.283.427 1.258.923 25.958.157 Assets and Liabilities held for sale 2021 Warehouse € Office € Retail € Residential € Land plots Corporate € € Total € Assets Investment properties Long-term receivables and prepayments Investments in associates Segment assets Tangible and intangible assets Prepayments and other current assets Cash and cash equivalents Total assets Borrowings Finance lease liabilities Deposits from tenants Segment liabilities Trade and other payables Taxation Total liabilities 9.700.000 6.700.000 1.320.000 - 12.939.514 895.477 31.554.991 315.000 - - 5.476.575 10.015.000 12.176.575 18.263 - 1.338.263 - - - - - 12.939.514 - - 895.477 333.263 5.476.575 37.364.829 - - - - - - - - 6.481.637 64.231 6.545.868 - - - - 3.504.083 - - 3.504.083 - - - - - - - 696.741 - - 696.741 - - - - - - - - - - - - - - - - - - 3.822.075 34.210 - 3.856.285 - - - - - - - - - - - - - - 11.988 1.240.028 394.670 39.011.515 8.022.899 6.515.847 64.231 14.602.977 997.392 243.310 15.843.679 CONSOLIDATED FINANCIAL STATEMENTS 2021|83 38. Segment information (continued) Discontinued operations Assets and Liabilities held for sale 2020 Warehouse € Office € Retail € Residential € Land plots Corporate € € Total € Assets Investment properties Long-term receivables and prepayments Investments in associates Financial Asset at FV through OCI Segment assets Tangible and intangible assets Prepayments and other current assets Cash and cash equivalents Total assets Borrowings Finance lease liabilities Deposits from tenants Segment liabilities Trade and other payables Taxation Total liabilities Geographical information Income (Note 10) Ukraine Romania Greece Bulgaria Cyprus * Total 10.100.000 6.700.000 1.438.000 152.500 15.444.794 1.068.186 34.903.480 315.000 - - 5.071.656 - - - - - - - - 315.000 5.071.656 - 10.415.000 11.771.656 - - 1.438.000 - - - - - - - 6.707.475 64.231 6.771.706 - - - - - - 270 2.953.373 - 2.953.643 - - - - - - 873.108 - - 873.108 - - - 1 - 152.501 15.444.794 1.068.186 - - - - - - - - - - - - - - - - 5.451.083 31.181 - 5.482.264 - - - - - - - - - - - - - - 1 40.290.137 12.357 748.127 740.788 41.791.409 6.324.461 9.692.029 64.231 16.080.721 870.472 277.275 17.228.468 31 Dec 2021 Continued operations € 31 Dec 2021 Discontinued operations € 31 Dec 2020 Continued operations € 31 Dec 2020 Discontinued operations € - - - - 1.047.137 1.047.137 - 939.720 - - - 939.720 - - - - 795.700 795.700 - 1.041.346 - - - 1.041.346 * It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park (Romania) is currently invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender, however the asset, through the SPV, is planned to be transferred as part of the transaction with Arcona Property Fund N.V. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred. Gain/(loss) from disposal of investment properties (Note 14.1) Romania Total 31 Dec 2021 Continued operations € - - 31 Dec 2021 Discontinued operations € 653.567 653.567 31 Dec 2020 Continued operations € - - 31 Dec 2020 Discontinued operations € 281.886 281.886 CONSOLIDATED FINANCIAL STATEMENTS 2021|84 38. Segment information (continued) Geographical information (continued) Carrying amount of assets (investment properties, associates and Financial asset at fair value through OCI) Ukraine Romania Total 39. Related Party Transactions The following transactions were carried out with related parties: 39.1 Income/ Expense 39.1.1 Income 31 Dec 2021 Continued operations € 31 Dec 2021 Discontinued operations € 31 Dec 2020 Continued operations € 31 Dec 2020 Discontinued operations € - - - 3.619.991 33.411.576 37.031.567 - - - 4.237.980 35.737.157 39.975.137 Interest Income on loan to related parties Interest Income from loan to associates Total 31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020 Continued operations € Discontinued operations € Continued operations € Discontinued operations € - 325 325 - 9.366 9.366 2.294 326 2.620 - 9.392 9.392 Interest income on loan to related parties relates to interest income from Delia Lebada Srl in 2020 and interest income from associates relates to interest income from GreenLake Development Srl. 39.1.2 Expenses Management Remuneration and incentives (Note 12) Directors fees (Note 12) Interest expenses on Narrowpeak loan (Note 16) Interest expenses on Director and Management Loans (Note 16) Total 31 Dec 2021 Continued operations € 244.350 243.823 - 40.194 528.367 31 Dec 2021 Discontinued operations € - - - - - 31 Dec 2020 Continued operations € 388.925 129.000 12 36.265 554.202 31 Dec 2020 Discontinued operations € - - - - - Management remuneration includes the remuneration of the CEO, the CFO, the Group Commercial Director, and that of the Country Managers of Ukraine and Romania pursuant to the decisions of the remuneration committee. 39.2 Payables to related parties (Note 33) Board of Directors & Committees remuneration Secure Management Services LTD SecMon SRL Sec South East Continet Unique Real Esate Management Limited Management Remuneration Total 31 Dec 2021 Continued operations 31 Dec 2021 Discontinued operations 31 Dec 2020 Continued operations 31 Dec 2020 Discontinued operations € 373.187 - - 65 508.511 881.763 € - - - - - - € 129.364 1.146 6.285 7.899 438.135 582.829 € - - - - - - 39.2.1 Board of Directors & Committees The amount payable represents remuneration and expenses payable to Non-Executive Directors until the end of the reporting period. The members of the Board of Directors pursuant to a recommendation by the remuneration committee and in order to facilitate the Company’s cash flow used to receive their payment in shares of the Company. During 2018 the directors received 344.371 ordinary shares in lieu of their 2016 H1 remuneration amounting to GBP 120.530. During 2019, Non-Executive Directors received 261.000 ordinary shares amounting to EUR CONSOLIDATED FINANCIAL STATEMENTS 2021|85 39. Related Party Transactions (continued) 39.2 Payables to related parties (Note 33) (continued) 39.2.1 Board of Directors & Committees (continued) 73.108 in lieu of their H1 2019 fees, and 176.576 ordinary shares amounting to EUR 74.162,04 in lieu of their before H2 2016 fees. Since H2 2019 it has been decided that relevant fees will be paid in cash. The increase in the amount during 2021 comes from the posting of previous periods’ directors fees in order accounts to be in accordance with such decision. 39.2.2 Management Remuneration Management Remuneration represents deferred amounts payable to the CEO of the Company. 39.3 Loans from SC Secure Capital Limited to the Group’s subsidiaries SC Secure Capital Limited, the finance subsidiary of the Group provided capital in the form of loans to the Ukrainian subsidiaries of the Company so as to support the acquisition of assets, development expenses of the projects, as well as various operational costs. The following table presents the amounts of such loans which are eliminated for consolidation purposes, but their related exchange difference affects the equity of the Consolidated Statement of Financial Position. Borrower LLC “ Trade Center’’ LLC “Aisi Ukraine” LLC “Almaz-Press-Ukraine” LLC “Aisi Ilvo” Total Limit –as at 31 Dec 2021 € 5.800 23.062.351 8.236.554 150.537 31.455.242 Principal as at 31 Dec 2021 € 5.707 220.514 259.126 24.435 509.782 Limit –as at 31 Dec 2020 € 5.800 23.062.351 8.236.554 150.537 31.455.242 Principal as at 31 Dec 2020 € 5.266 137.966 239.079 21.750 404.061 A potential Ukrainian Hryvnia weakening/strengthening by 10% against the US dollar with all other variables held constant, would result in an exchange difference on I/C loans to foreign holdings of €50.978 (2020: €40.406), estimated on balances held at 31 December 2021. 39.4 Loans to associates (Note 25) Loans to GreenLake Development Srl Total 31 Dec 2021 Continued operations € 31 Dec 2021 Discontinued operations € 31 Dec 2020 Continued operations € 9.351 9.351 310.966 310.966 9.026 9.026 31 Dec 2020 Discontinued operations € 301.600 301.600 The loan was provided to GreenLake Development Srl from Edetrio Holdings Limited (continued operations) and Sc Capital (discontinued operations). The agreement with Edetrio Holdings Limited was signed on 17 February 2012 and bears interest 5% and the agreement with Sc Capital Limited was signed on 4 December 2017 and bears interest 4% per annum. The maturity date is 30 April 2023 for the Edetrio loan and 4 December 2022 for the SC Capital Limted loan. 39.5 Loans from related parties (Note 31) Loan from Directors and Management Interest accrued on loans from related parties Total 31 Dec 2021 Continued operations € 577.500 114.060 691.560 31 Dec 2021 Discontinued operations € - - - 31 Dec 2020 Continued operations € 604.400 77.394 681.794 31 Dec 2020 Discontinued operations € - - - Loans from directors of the order of € 375.000 reflect loans provided from 3 directors as bridge financing for future property acquisitions. The loans bear interest 8% annually and are repayable by 31 August 2022. In case needed, the Company will discuss with the directors relevant extension of the loans. Rest amount of the order of € 202.500 reflect payables of € 42.000 to 2 executives and of € 160.500 to one director, converted to loans for facilitating Company’s cash flow. CONSOLIDATED FINANCIAL STATEMENTS 2021|86 40. Contingent Liabilities 40.1 Tax Litigation The Group performed during the reporting period part of its operations in the Ukraine, within the jurisdiction of the Ukrainian tax authorities. The Ukrainian tax system can be characterized by numerous taxes and frequently changing legislation, which may be applied retroactively, open to wide and in some cases, conflicting interpretation. Instances of inconsistent opinions between local, regional, and national tax authorities and between the National Bank of Ukraine and the Ministry of Finance are not unusual. Tax declarations are subject to review and investigation by a number of authorities, which are authorised by law to impose severe fines and penalties and interest charges. Any tax year remains open for review by the tax authorities during the three following subsequent calendar years; however, under certain circumstances a tax year may remain open for longer. Overall following the sales of Terminal Brovary, Balabino and Bela, the exposure of the Group in Ukraine has been significantly reduced. The Group performed during the reporting and comparative periods part of its operations in Romania and Greece. In respect of Romanian and Greek tax systems, many aspects are subject to varying interpretations and frequent changes, which in many cases have retroactive effects. In certain circumstances it is also possible that tax authorities may act arbitrary. These facts create tax risks which are substantially more significant than those typically found in countries with more advanced tax systems. Management believes that it has adequtely provided for tax liabilities, based on its interpretation of tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant. Nevertheless, with the sale of the Bulgarian and Greek assets, such risk has been effectively minimized. 40.2 Construction related litigation There are no material claims from contractors due to the postponement of projects or delayed delivery other than those disclosed in the financial statements. 40.3 Bluehouse accession case BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. (Bluehouse) filed in Cypriot courts in December 2018 lawsuit against the Company for the total amount of €5.042.421,87, in relation to the Praktiker Craiova acquisition in 2015, and the redemption of the Redeemable Preference Class A shares which were issued as part of the transaction to the vendor, plus special compensations of €2.500.000 associated with the related pledge agreement. The redemption of such shares was requested in 2016, and in lieu of such redemption the Company transferred to the vendor the 20% holding in Autounion asset which was used as a guarantee to the transaction for the effective redemption of the Redeemable Preference Class A shares. At the same time the Company has posted in its accounts a relevant payable provision for Bluehouse in the amount of €2.521.211 (Note 33). On the other hand, the Company during 2019, as part of the judicial process, has filed a claim against Bluehouse for concealing certain key information during the Praktiker Craiova transaction, which if revealed would have resulted in a significant reduction of the final acquisition price. Management believes the Company has good grounds of defence and valid arguments and the amount already provided is adequate to cover an eventual final settlement between the parties. The hearing of the combined cases in front of Cypriot Courts has been set in September 2022. 40.4 Other Litigation The Group has a number of other minor legal cases pending. Management does not believe that the result of these will have a substantial overall effect on the Group’s financial position. Consequently no such provision is included in the current financial statements. 40.5 Other Contingent Liabilities The Group had no other contingent liabilities as at 31 December 2021. 41. Commitments The Group had no other commitments as at 31 December 2021. 42. Financial Risk Management 42.1 Capital Risk Management The Group manages its capital to ensure adequate liquidity will be able to implement its stated growth strategy in order to maximize the return to stakeholders through the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure of the Group consists of borrowings (Note 31), bonds (Note 32), trade and other payables (Note 33) deposits from tenants (Note 34), financial leases (Note 36), taxes payable (Note 35) and equity attributable to ordinary or preferred shareholders. Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital costs in the debt and equity markets, the timing at which each investment project requires funding and the operating requirements so as to proactively provide for capital either in the form of equity (issuance of shares to the Group’s shareholders) or in the form of debt. Management balances the capital structure of the Group with a view of maximizing the shareholder’s Return on Equity (ROE) while adhering to the operational requirements of the property assets and exercising prudent judgment as to the extent of gearing. CONSOLIDATED FINANCIAL STATEMENTS 2021|87 42. Financial Risk Management (continued) 42.2 Categories of Financial Instruments Financial Assets Cash at Bank Long-term Receivables and prepayments Financial Assets at FV through P&L Prepayments and other receivables Financial Asset at FV through OCI Total Financial Liabilities Borrowings Trade and other payables Deposits from tenants Finance lease liabilities Taxation Bonds Total 42.3 Financial Risk Management Objectives Note 31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020 Continued operations € Discontinued operations € Continued operations € Discontinued operations € 27 24 26 25 22 31 33 34 36 35 32 2.160.576 824 7.470.722 4.510.381 - 394.670 333.263 - 1.240.028 - 129.859 836 6.787.244 6.880.076 - 740.788 315.000 - 748.127 1 14.142.503 1.967.961 13.798.015 1.803.916 1.703.566 4.396.123 - - 883.567 1.327.056 8.022.899 997.392 64.231 6.515.847 243.310 - 2.150.377 4.036.962 - - 1.283.427 1.258.923 6.324.461 870.472 64.231 9.692.029 277.275 - 8.310.312 15.843.679 8.729.689 17.228.468 The Group’s Treasury function provides services to its various corporate entities, coordinates access to local and international financial markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development functions. Its primary goal is to secure the Group’s liquidity and to minimize the effect of the financial asset price variability on the cash flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk, as well as credit risk and liquidity risk. The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives is governed by the Group’s approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of the reporting period, the Group had not entered into any derivative contracts. 42.4 Economic Market Risk Management The Group operates in Romania and Ukraine. The Group’s activities expose it primarily to financial risks of changes in currency exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no change in the way the Group measures and manages risks. Foreign Exchange Risk Currency risk arises when commercial transactions and recognized financial assets and liabilities are denominated in a currency that is not the Group's functional currency. Most of the Group’s financial assets are denominated in the functional currency. Management is monitoring the net exposures and adopts policies to encounter them so that the net effect of devaluation is minimized. Interest Rate Risk The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant floating interest-bearing assets. On December 31st, 2021, cash and cash equivalent (including continued and discontinued operations) financial assets amounted to €2.555.246 (2020: €870.647) of which approx. €1.910 in UAH and €447.813 in RON (Note 27) while the remaining are mainly denominated in either USD,GBP or €. The Group is exposed to interest rate risk in relation to its borrowings (including continued and discontinued operations) amounting to €9.726.465 (31 December 2020: €8.474.838) as they are issued at variable rates tied to the Libor or Euribor. Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group’s strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles. Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group’s strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles. CONSOLIDATED FINANCIAL STATEMENTS 2021|88 42. Financial Risk Management (continued) 42.4 Economic Market Risk Management (continued) Interest Rate Risk (continued) As at 31 December 2021 the weighted average interest rate for all the interest bearing borrowing and financial leases of the Group stands at 5,07% (31 December 2020: 4%). The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2021 is presented below: Weighted average interest rate %Influence on yearly finance costs Actual as at 31.12.2021 5,07% +100 bps 6,07% 83.074 +200 bps 7,07% 1466.149 The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2020 is presented below: Weighted average interest rate %Influence on yearly finance costs Actual as at 31.12.2020 4% +100 bps +200 bps 5% 73.949 6% 147.898 The Group’s exposures to financial risk are discussed also in Note 7. 42.5 Credit Risk Management The Group has no significant credit risk exposure. The credit risk emanating from the liquid funds is limited because the Group’s counterparties are banks with high credit-ratings assigned by international credit rating agencies. In respect of receivables from tenants these are kept to a minimum of 2 months and are monitored closely. 42.6 Liquidity Risk Management Ultimate responsibility for liquidity risk management rests with the Board of Directors, which applies a framework for the Group’s short, medium and long term funding and liquidity management requirements. The Treasury function of the Group manages liquidity risk by preparing and monitoring forecasted cash flow plans and budgets while maintaining adequate reserves. The following table details the Group’s contractual maturity of its financial liabilities. The tables below have been drawn up based on the undiscounted contractual maturities including interest that will be accrued. CONSOLIDATED FINANCIAL STATEMENTS 2021|89 42. Financial Risk Management (continued) 42.6 Liquidity Risk Management (continued) Continued Operations 31 December 2021 Carrying amount € Total Contractual Cash Flows € Less than one year From one to two years More than two years € 2.160.576 2.160.576 2.160.576 4.510.381 4.510.381 4.510.381 7.470.722 7.470.722 7.470.722 824 14.142.503 824 14.142.503 - 14.141.679 € - - - - - € - - - 824 824 - - 1.703.566 1.862.279 570.795 1.291.484 4.396.123 4.396.123 4.396.123 - 1.327.056 1.595.855 360.414 67.200 1.168.241 883.567 883.567 312.635 570.932 - Total net assets/(liabilities) 8.310.312 5.832.191 8.737.824 5.404.679 5.639.967 8.501.712 1.929.616 (1.929.616) 1.168.241 (1.167.418) Discontinued Operations 31 December 2021 Carrying amount Less than one year From one to two years More than two years Total Contractual Cash Flows € 394.670 333.263 € 394.670 333.263 € 394.670 - 1.240.028 1.967.961 1.240.028 1.967.961 1.240.028 1.634.698 € - - - - € - 333.263 - 333.263 Financial assets Cash at Bank Prepayments and other receivables Financial Assets at FV through P&L Long-term Receivables and prepayments Total Financial assets Financial liabilities Borrowings Trade and other payables Bonds issued Taxes payable and provisions Total Financial liabilities Financial assets Cash at Bank Long-term receivables Prepayments and other receivables Total Financial assets Financial liabilities Borrowings Trade and other payables Deposits from tenants Finance lease liabilities Taxation Total Financial liabilities Total net assets/(liabilities) 8.022.899 997.392 64.231 6.515.847 243.310 15.843.679 (13.875.718) 8.537.740 997.392 64.231 7.761.584 243.310 17.604.257 (15.636.296) 7.534.289 989.553 - 582.862 213.540 9.320.244 (7.685.546) 215.460 - - 569.794 29.770 815.024 (815.024) 787.991 7.839 64.231 6.608.928 - 7.468.989 (7.135.726) CONSOLIDATED FINANCIAL STATEMENTS 2021|90 42. Financial Risk Management (continued) 42.6 Liquidity Risk Management (continued) Continued Operations 31 December 2020 Carrying amount € Total Contractual Cash Flows € € Financial assets Cash at Bank Prepayments and other receivables Financial Assets at FV through P&L Long-term Receivables and prepayments 129.859 129.859 129.859 836 836 - 6.787.244 6.787.244 6.787.244 6.880.076 6.880.076 6.880.076 Total Financial assets 13.798.015 13.798.015 13.797.179 Less than one year From one to two years More than two years € - - - - - € - 836 - - 836 - - 2.150.377 2.356.528 566.938 1.789.590 4.036.962 4.036.962 4.036.962 - 1.258.923 1.594.922 292.281 67.200 1.235.441 1.283.426 1.283.426 712.903 570.523 - Total net assets/(liabilities) 8.729.688 5.068.327 9.271.838 4.526.177 5.609.084 8.188.095 2.427.313 (2.427.313) 1.235.441 (1.234.605) Discontinued Operations 31 December 2020 Carrying amount Less than one year From one to two years More than two years Total Contractual Cash Flows € 740.788 315.000 € 740.788 - € 740.788 315.000 1 1 1 748.127 1.803.916 748.127 748.127 1.803.916 1.488.916 € - - - - - € - 315.000 - - 315.000 Financial liabilities Borrowings Trade and other payables Bonds issued Taxes payable and provisions Total Financial liabilities Financial assets Cash at Bank Long-term receivables Financial Asset at FV through OCI Prepayments and other receivables Total Financial assets Financial liabilities Borrowings Trade and other payables Deposits from tenants Finance lease liabilities Taxation Total Financial liabilities Total net assets/(liabilities) 6.324.461 870.472 64.231 9.692.029 277.275 17.228.468 (15.424.552) 4.019.940 870.472 64.231 11.689.763 277.275 16.921.681 (15.117.764) 2.933.480 862.507 - 917.759 246.885 4.960.631 (3.471.715) 272.757 - - 953.700 30.390 1.256.847 (1.256.847) 813.702 7.965 64.231 9.818.303 - 10.704.201 (10.389.201) CONSOLIDATED FINANCIAL STATEMENTS 2021|91 43. Events after the end of the reporting period a) War in Ukraine In light of Russian military activity in Ukraine started in February 2022, the Company temporarily closed its Ukrainian office in Kiev and is housing some family members of its Ukrainian staff in Romania. The office re-opened in May and since then business is running according to the conditions imposed by the ongoing war. Group’s assets in Ukraine consist of non-generating income land plots and as such the financial impact of the invasion is expected to be minimal, although the economic instability brought by the war is expected to affect private investment activity and the overall local real estate market. Starting from 2022 interim consolidated accounts, local assets will be realued affecting the net asset value of the Group. In current period the contributed value of Ukrainian assets is €3,6 milion. b) Arcona Property Fund N.V. transaction Following the conditional Implementation Agreement signed between the Company and Arcona Property Fund N.V. in December 2018 for the sale of Company’s portfolio of assets in an all share transaction, and the completion of Stage 1 of the transaction in February 2020 with the sale of Boyana in Bulgaria, which followed the Ukrainian Bella and Balabino asset disposals in Q4 2019, the two parties signed in June 2021 SPAs related to Stage 2 of the transaction which involves EOS and Delenco assets in Romania, and Kiyanovskiy and Rozny land plots in Ukraine. The total value of the transaction upon closing of such agreements is expected to reach c.€8,2 million, payable in Arcona shares and warrants valued at NAV plus ~€1 million in cash. Final figures are subject to, inter alia, standard form adjustment and finalization in accordance with the agreements. Following SPA signing as per above, during March and June 2022 the transfers of Delenco and EOS assets in Romania to Arcona Property Fund N.V. were concluded, in exchange for the issue to SPDI of 479.376 new shares in Arcona and 115.543 warrants over shares in Arcona. c) Re-payment of corporate loan During 2022 SPDI re-paid fully the corporate loan granted by Safe Growth Investments on November 11th, 2020 for an amount of EUR 1mil. In particular, the loan was re-paid in two tranches, one of € 600.000 on January 6th, 2022 and one of € 400.000 on April 1st, 2022. d) Final acquisition of 50% of Vic City shareholder SPV Based on the relevant agreement in 2021, the Company, in February 2022, acquired 50% of the share capital of Equardo Limited, an SPV holding stake in Victoria City (Vic City) project in Bucharest. The participation took place through a share capital increase of the order of € 8.000, where the remaining shareholders waived their right to participate. Vic City is a development land in north Bucharest on Bucuresti Noi Boulevard near a metro station, where a commercial mixed used center was to be developed. The project was to be contributed to SPDI by its promoters at the time, but neither its development nor its contribution progressed due to other priorities. SPDI participated in Equardo Limited so as to retain some of the value originally destined to be part of its asset portfolio. CONSOLIDATED FINANCIAL STATEMENTS 2021|92
Continue reading text version or see original annual report in PDF format above